Love Sue Cummings' Simply Quick No. 35 (Thanks for the July special offer)!

I used the cluster frame, but swapped out the word art for Halloween word art from Sue Cummings' From My Notebook (Happy Halloween).

Other:
Photo corner and "Halloween" word - Shannon Lee Designs
Spider - Karen Aicken
Google Eyes - Cali Design
Swirl - Kay Miller
So Cute Its Scary and black border - ScrapDZines

Thanks for looking!