The card - sentiment is from CTMH and leaf punch is an old McGill punch.  I punched the leaves from white cardstock, then used a square punch to  make the top layer of the squares.  I cut a piece of colored card stock just a bit larger to mat the leaf.  The squares are popped up.  Colors are honey, cajun and espresso.  

Down to the wire once again.  Class is tomorrow night and I don't have the projects even started.  Well, I have the paper laying around somewhere...... not a very good start, huh?  Guess that will be my goal for the day - but first I have to clean up the stamping mess I made yesterday  :)

Have a wonderful day!