The base is a sweet blue and white leafy ditsy print cotton. I used 2 kinds of vintage lace. One had a sweet blue rose embroidered on it and the other is aged beautifully with that tea stain color.. The buttons are fancy shell except the one on the end is plastic. Under the button is a tuft of off white mesh. The sides are closed with blue grosgrain ribbon. The loops is baby blue chenille rick rack. All hand sewn, nothing is glued.