Upcycled photo frame pin cushion project

Here's a cute little idea for old, tiny picture frames.  My mom had given me a box of stuff she was cleaning out of her craft room and inside were these little picture/mirrors things:

Cute right?  I suppose the lucky person would find these and the backs would easily pop right out so you can safely remove the glass without too much drama.  Me, I live for drama.  My backs were glued in.  So a little exacto knife carving, a little prying and a little swearing, I managed to...

Ahhhhh, break the mirror   Seven year's bad luck?  I think not.  I'm recycling.  And...I'm too awesome.  I repel bad luck. Stay strong and keep prying.  

Ta da!!!!  Now choose your fabric.  Not only am I recycling the old frame, but that fabric is left overs from another project somewhere out there.  

Sorry the picture quality is kind of meh.  It's like, 5:00 a.m. and I'm trying to do this in low light, all stealthy so as not to wake up the spawn.  

So anyway, you want to cut your fabric a little bigger than the back plate thingy.  This isn't an exact science.  Just follow the general shape of your backing thing and make it a little bigger.  

Start hot gluing it down following the edge of your fabric.  Pleat it with your fingers to keep it all even.  You want this to pouf out the front of the frame.

See?  Like this.  all glued.  

Now, your back plate thingy was not made to allow for fabric.  Usually these things consist of some kind of cardboard, so take your utility knife or scissors and carve it down a bit so its a little more frame friendly.

Your going to want to get some fiberfill.  You don't necessarily need to spend money on this either.  I like to visit the dump weekly and see what I can find.  An example would be leather chairs.  Always carry utility knives with you so you can harvest the free.  Within those leather chairs is an endless supply of perfectly usable and clean fiberfill.  WOO!

Pack that inside the fabric pocket while hot gluing the back thingy (I'm sure this is the official name for it).  Use a pencil or something to get the fiberfill under control while gluing in your back thingy.  

This is going to be under a little stress, with the fiberfill all packed in there, so run a bead of hot glue around the edge to neatly seal everything up.  

When your done, you have a cute pincushion.  I left the hanger thing (yet another official term) on the back so I could hang it up on the wall next to my sewing area.  

You can use any frame to do this.  I happened to like the antique look, so I kept it pretty original, but you can spray paint your frame or embellish it any way you want.   Have a friend who likes coffee?  Make one with coffee theme fabric and embellish with coffee buttons.  Sewer?  Wine drinker?  Pirate lover?  Trust me here, they have a fabric for that.  Go nuts.