Gather your supplies :)
take out frame backing and cut your fabric to size. Hot glue edges to the back. Re-assemble your frame.
Cut ric rac and lace to size and glue ends to the back of your frame. Make sure they are tight so they can support the weight of your clips. I got a little button happy before I did this step :p
Add your pretties! I like to add a lace bow with a button in the center. I got my butterfly in the floral section of the craft store, I just snipped the wires off.
Glue on all your pretty buttons :) Add some bows and stand back and admire :D