I made this from a shoe box that had a full covering lid to the base but I cut it short. With lots of tape including duct tape to make the box sturdy, I then covered it with a layer of batting and then some material. The inside was covered with material as well with sections made and placed to make compartments. I found another box that fit pefectly inside to make a removable layer and covered it. I even made a matching pin cushion, and ALL this was done with a glue gun. No sewing whatsoever.