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You will need 2 pieces of main fabric cut 14 1/2" x 12 1/2", 2 pieces of lining fabric cut to the same size and 2 pieces of interfacing or batting cut to the same size also. You will need 4 strips of fabric (either use the main fabric or the lining fabric) cut to 5" x 6", 2 strips for the handles cut 5" x 24" to 30" depending on how long you want your handles, 1 strip 1 1/4" x 6" to 8" depending on the size of the button you will be using for the closure, 1 button of your choice, here I used the kit and made a large covered button out of the handle fabric. (You can choose a 3rd fabric if you like to make the handles and the D ring tabs). Oh yeah I almost forgot about the pockets, oops. You will need 1 piece of main fabric 10" x 6 1/2" and one cut the same out of the lining and 1 piece cut to the size of your cell phone, mine is 4" x 5" out of the main and lining fabric


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