I used discontinued Stampin' Up! items to make this pouch, but I have so many and don't want to part with them, especially if they're halloween related. :) I used a glassine envelope, rub-ons and the bat punch. Oh wait... I used the adorning accents edgelits to create the scallop along the top and it's not discontinued. :) The inside of the pouch has a piece of designer paper and sticks of gum.