The background is thread-painted, then filled in with free motion quilting. The petals and leaves were thread-painted on a fused base with two layers of fabric, then cut out and applied using free motion stitching. The centers were hand-beaded. I do all my free motion quilting and thread painting on a 1930s treadle sewing machine. More details are on my blog. http://vickisvintagestitches.blogspot.com/2011/03/thread-painting-and-dimensional.html