I started with the idea of a Halloween canvas and it turned out a bit different ......
I applied Gesso to the background, part of it with a stencil and sprayed it with Distress Stain in different colours.
I added some Viva LasVega Stamps, the spider web and the sentiment from Dylusions and of course the pretty Totem Cat from EyeConnect Crafts! I applied Gesso before I coloured it with black acrylic paint from Ranger.
The little spider is a Rub On from Tim Holtz, I have to keep my spiders tiny since I'm so much afraid of them :)