Old Frame = New Cork Board

A few months ago I purchased this old frame at a thrift store with the hopes of giving it a fabulous upcycle.
It's a cute picture and all.. but a bit to babyish for any of my kids now. 
In any case, my daughter got this new comforter
 for her birthday and I thought this would be the perfect frame to use to make her the corkboard she has been begging for.
So I started by repainting the little frame hot pink to match some of the flowers.
While the paint was drying I got out some cork that I had and cut it to fit the inside of the frame.
Next I glued it into place.
While the glue was setting I got to work on embellishing the frame a bit more.  I started by glueing some ric rac to the inside.
Then I grabbed some Mdf shapes that I had in my stash. 
I started first on the butterfly.  I traced it like a leaf rubbing on to my scrapbook paper
 and then I Mod Podged it.
For the flower.. I just painted it purple and then added a big scrapbooked center. 
Then I added both of my decorations to the frame.
Looks totally different right?
Almost can't believe it was the same frame.. and it was all for about $4!  Whoo hoo!
I left it on her desk for her with a little note as a surprise for when she gets home!
Hope she loves it!
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Hope you stop by and say "HI"!