This was one of those boxes from K & Co. that chipboard letters came in. The picture is of my neice at 6 mos. The top cover is painted with Tim Holtz "Peeled Paint" distress paint. The "S" was cut out and glued onto a piece of metal art with modge podge, as with the lacey borders. The butterfly came from Grace Children. You can visit their website at http://www.gracefulribbons.com/ for more of their beautiful butterflies and ribbon.