Faux Mother of Pearl background with 1" circles crumpled into ruffled flowers.
I used water to soften the 1" circles adding a little distress ink as I went. The leaves and sentiment are from the set Blossoms Abound by Stampin' Up (retired). The border punch is by Fiskers
Edited to add: A full tutorial on how the Crumpled circle flowers are made can now be found here:
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