I used some Robin's Nest paper (the one with the fluer de lis). The other paper is from my scrap pile. Also from Robin's Nest is the clock rub on (Time Flies) and the floral frame rub on (The Girls). I also used the stamps in my Stampin Up Paper Pumpkin from April and Stampin Up ribbon. The image is from Tiddlyinks and I colored her with Copics.
You can check out The Robin's Nest here: http://robinsnest-scrap.com/
Also entering this in the following challenges:
Clear it Out - Anything Goes with 2 patterned papers
One Stitch In Time - Use a digi
DL.Art - May Linky Party