Take the photo frame (I just bought a cheap one from Salvation Army) remove the glass and anything else inside. Trace the glass onto the the sheet metal,then you can dispose of the glass.

Tin snips may be needed to trim the sheet metal. Some hardware stores will cut the exact size you need if you bring the frame in with you.

Next take the wood spray paint and paint the wooden frame. At this time you can also use the plastic spray paint for the cups.

While they are drying you can take the gift bag you chose and trace that around the glass or sheet metal. Other options besides using a gift bag are fabric, card stock paper, newspaper, or anything! I found an awesome bag at Walmart that went well with the paint that I already bought, and it had a super cute bow on it. I went into looking for a fabric though. The front of the bag was used for mine and the bag was used for another one.

Next I brought out my makeup and super glued magnets to the backs.

The tubed makeup and brushes go into the cups. Once the cups are dry I placed 2 magnets on the back of those.

I super glued the gift bag to the sheet metal. When the frame dried i placed it all together. I originally wanted to keep the glass so I could use a dry erase marker on it, but the magnetic strength wasn't very strong.

After I was finished I added a little scrap booking flower to the middle of the bow on my board.

I then put all my makeup on the board and that's it. Enjoy!