I used PSX papers, fibers from TheFiberLady (thanx again Wendy), web, big spider & big white eyes from Kari (thanx Kari), & the little spiders are some confetti I had from ds's birthday party way back when. The stiching is horrid on these, but I just didn't have the patience to keep redoing them. Was in more of a "get 'er done" mood.