Another wicked beast...

I found this little beauty for $ 2.00 and knew the bears quickly had to go. After I've taken it apart and removed the ugly stickers I'm thinking this project isn't going to be a fun one either. I'm using fabric I already have although I've been super tempted to make another fabric run- but I can't. I have to stop buying fabric!!! Wish me luck on this one... I'm not very excited.