Step one:  Paint the front of the frame with a light, even layer of Decoupage.  Place the paper on top of the glue and smooth out any air bubbles with your hands.  Let it dry completely.

Step two:  Carefully cut out the opening of the frame.  Use the sanding block to even out and distress the edges of the paper.

Step three:  Paint all the edges of the frame with Distress Paint in Picket Fence.  I like to Distress Paint for grungy projects like this one because you can quickly achieve an old, distressed finished with just a couple of swipes of the applicator.

Now that the base of the frame is done, we can make the key embellishments!

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