This pincushion is all Halloween--a witch, a graveyard, pumpkins and, of course, a sheep. kits comes with 32 count fabric, overdyed floss, ribbon beads and a button. It is just in time for October stitching. I loved working on this and had a great time choosing just the right fabric and threads. It is worked on 32 count Willow Green linen with a mixture of silk and cotton threads. The kit comes with everything to complete except the backing fabric, and the hand-dyed silk ribbon which goes around it is fabulous for Halloween. The entire design is bordered with a little verse.