I started with Crafty Buttons Blank Canvas Background then coloured it. From there I took one of CB's bird ephemera and clipped it to one of my own masks made from various brushes. I used the blur filter Gaussian to smooth the image then duplicated and adjusted the opacity.
From there I tucked some of Viva's gesso lace and gesso leaves in behind and coloured them. In the front I added some elements from Viva's Poise and added a shadow that would make them stand out a bit.