The background is made with a coppery brown vinyl upholstery fabric. I used printed upholstery fabric for the owl body and hand cut many small v shapes for the feathers. Each v is machine stitched leaving the edging raw for a frayed look. The eyes were made from upholstery fabric and vinyl and edging left raw for a fun feather look. Vinyl handles, magnetic closure. X-tra deep with large pockets.