The kit will come with the antique reproduction brass button and the limited edition threads (in a round tin.) I am not including fabric -- everyone likes a different count or type (I stitched mine on 32 count Vintage Meadow Rue by Lakeside Linens, but you could use Aida, evenweave, hand-dyed, make it small...bigger...whatever!) Both the graph and the kit will come with instructions on how to make this pincushion base (that cost me maybe five dollars all told) and finish it into the pincushion you see here. I used three different-sized round plaques from Hobby Lobby, some Arlene's Tacky Glue, some paint, and a little rick rack. Oh, and adhesive cork for the bottom, so as not to scratch any of my already-scratched furniture.