The titles, the hippo, the bird and ewes all come from the Cricut Birthday Bash cartridge. The circle is from George and Basic Shapes, but any circle will do. The blue mats are cut 4.25" x 6.25" and the cream is a stand in for a 4" x 6" photograph. The edges of the blue mats are distressed with a pair of open scissors (used like a potato peeler). The pattern papers are from Sassafas Bungle Jungle (lovvvvve this). Everything except the title shadows and the mats were outlined with an ultrafine black pen.
I used the Distress Ink painting technique Tim Holtz (gotta include him in the post right?) demonstrates on his blog. Smudge the ink on a nonstick mat, spritz with Mini-Mister filled with water, use paint brush to apply to cardstock.