First find a wood picture frame!
I got mine from my grandma. =)

Next find some beautiful fabric! Fabric that you can poke pins into, but I wouldn't suggest any strechy fabric because all the weight from the jewlery might strech out the pillow. (Ex. I used corduroy!)

Sew a pillow!
Cut out a piece of fabric that is slightly bigger than the frame. (This will face the back of the frame.) Then cut out another piece of fabric that is slightly bigger than the first piece. (This will face front, you need the extra room for the stuffing)
Sew the fabric right on top of eachother. (Sorry if im confusing you, I'm not the best at explaining stuff) But, I guess don't make it how you would a regualr pillow, turning it right side out after sewing it. Keep the wrong side on the outside. (If you turn it the other way it might end up too small, and they're might be too much fabric for the 5th step)

Stuff Pillow!
Stuff the pillow and place inside the frame. Keep adding and taking away the fluffy stuff still it's nice and firm on the front, but it doesn't stick out too much in the back.

Staple pillow to frame!
After the pillow is in the frame, staple it. I just used a regular stapler. Opened it up, place it where I wanted the staple to go, and smacked it!
(As you can see in the picture I did fold mine over for so it wouldn't fray. But I think it would work 1000 times easier if I didn't...)

Hanging!
Okay, so I just found some hanging screws (or whatever they're called) at my house and put them in the corners. Then I tied a shoelace to them.

Pins!
Okay so you just poke the pins in the front, At downward angle to keep the pin from falling out. Then you hang your jewlery on them! =) Ta da!

Finished! =)