The background was colored with Victorian Velvet and Aged Mahogany Distress Inks, then embossed with a Cuttlebug embossing folder. Then I sprayed it with Perfect Pearls Mist in Perfect Pearl. The corners were cut from a shimmery cardstock in the DCWV Mariposa Matstack. Here's a close-up of the background before embellishment:
I'm finding these backgrounds so fun to make and sometimes it's hard to cover them up! The flower is from Prima, the E is a sparkly chipboard piece I've had in my alphabets forever, the swirl is a Sizzix die cut, and the butterfly was cut with my Martha Stewart butterfly punch out of a piece of Tim's Vintage Shabby paper stack, and then inked with Victorian Velvet on the edges. You can kind of see the pattern on the butterfly in this close-up:
I'm pretty sure that's all there was to it! I think I may be addicted to ATCs now...it's so fun to use the die and play with the backgrounds. =)
Thanks for looking!