Start by cutting two peices of fabric. One, in the cover fabric, measuring 28" by 26". And one, in the lining fabric, measuring 28" by 18".

Pin the lining fabric, at 3 edges, to the bottom edge of the cover fabric, so that the extra cover fabric is pointing out of the top.

Pin a length of ribbon, 18" long, to the fabric so than an inch is sticking out and the remaining ribbon is pinned inside the fabric.

Sew along the 3 edges, removing the pins as you go, but leaving the top edge (the one along the side with the excess fabric) unstitched.

Fold this inside out and fold over the excess fabric flap so that it's wrong side is facing out. Pin this at the sides.

Sew the edges of the flap, removing the pins as you go.

Fold the flap inside out, so that the right face of the fabric is facing out.

Measure out how big you want the needle pockets to be and mark out the lines with sewing pins.

Sew down each of these lines, removing the pins as you go.

Sew another length of ribbon about 8" in from the first.

Place your needles in, arranging them by thickness.

Roll it all up and tie the ribbons in a bow.