The background is Idea-ology composer tissue wrap glued to white cardstock, painted, and stenciled (Crafter's Workshop). I painted a scrap of white cardstock, stamped Happy Birthday (Quietfire Design Happy Birthday plain & simple set) with Archival Ink, tore the paper and layered it to a strip of black cardstock. Attached the panel to a folded black card. Punched 6 butterflies from black cardstock (Martha Stewart punch), glued 3 of them flat ont he card, colored the other 3 with Treasure Gold renaissance and glued them over the other 3 leaving the wings up.
I'm linking to The Mixed Media Card Challenge.