Kaisercraft Sweet Nothings paper pad
Archival Sepia Ink
Best Glue Ever - for securing the flowers - sticky! very sticky!
Heart Flourish Self-Adhesive Pearls from Zva
I used Distress Old Paper for the shading.
The tiny flowers are from the Spellbinders Whimsy set (link below with photo) and I touched up the tips with Gesso and a small brush. The little curliques beside the flowers were made with the "negative" part of the flower after it is die cut.
The other items are below: