I enjoyed this challenge so much, I made two pincushions. I decided to post this one as my entry. I had an old jewelry box laying around not being used. It had a blue velvet lining that I used as the bottom. I sewed my fabric to the lining and then placed it back in the bottom. I removed the lid and threw it away, it was pretty badly scratched and dinged up. I filled the bottom with silica sand which is good for keeping pins sharp. The top is fiberfill to make it more rounded. I put some silver cording I had around the top of the box to make it look more finished. Now I just have to keep it out of my daughter's hands!