I have a problem with stuff. I like to collect things, but often find that all my carefully chosen treasures somehow disappear into boxes and don't get enjoyed, by me or anyone else. It was my New Year's resolution to try and display some of my collections and make them accessible for use. I decided jewelry would be a good place to start. I have a ridiculous collections of costume and vintage jewelry that I've been picking up here and there since highschool, and yet, I wear the same necklace, ring and earrings all the time. So maybe if I could see some of this nice jewellry I'd wear it more often. Or not. Brooches are my weakness, but ever since the big vintage-style-brooches-on-cardigans trend of the mid 2000's, I've been kind of over wearing them. But I still love them. They are beautiful, and I wanted a better way to display them than in a jumbled dusty heap on a saucer.
So I decided to make myself a lovely brooch display picture frame dealy. 
Ta-daaaah! I've seen this kind of thing around before, but did not want to hand over the money to buy one when I could conceivably make one myself. And you can too, because I'm going to tell you how.
Lets start with materials. You will need the following:
An old frame, the more ornate the better.
Spray primer
White spray paint (I prefer matte, because then it has a sort of porcelain look, but you could use glossy too, if that's your style)
pliers and flat head screwdrivers
cardboard/foamcore/cork board
quilt batting/flannel/felt
fabric large enough to cover the area inside your frame, plus at least 2 inches all around.
Thick thread (I used top stitching thread, but in a pinch I'll bet dental floss could work too)
scissors
sewing needle with an eye big enough to accomodate your thread choice
staple gun with staples
So here's my original frame: 
I got mine from the Value Village, but just keep your eyes open when you are in any second hand shop and if its meant to be, one will eventually come your way. This one originally had a lovely needlepoint of some daisy's in it, which I used to make this tote bag.
1. Start by pulling whatever was in the frame, out of the frame. Make sure not to damage the frame. Use your pliers and flat head screwdriver to pry out staples and such. Then useing a damp cloth, wipe down the frame to get any dust or loose dirt off it. But you don't have to go crazy. You're going to be spray painting it after all.
2. Priming. Make sure to do this in a well ventilated place, like an open garage, or your back balcony. Lay down some newspaper if you don't want to get spray paint every where. Following the manufacturer's instructions, apply one or two coats of primer. I used two, as after the first coat had dried, there was some yellowing showing where there were cracks in the frame. 
3. Spray painting. Apply however many coats of spray paint until it looks the way you want it. I did two coats of matte white, just to be thorough. Allow to dry completely.
See how pretty that looks?
4. Make the part that goes into the frame, the pin-board we shall call it. This is a bit tricky, since it really, really depends on your frame and its never going to be the same as mine. Mine was a very shallow frame, so a lot of possible materials would have been too thick. Foam core, for example, would have worked well, but was too deep. And I was shocked to find that my local craft and hardware stores did not stock bit sheets of cork, or even anything like it. I did buy a role of very thin, adhesive cork that turned out to be totally useless. You're just going to have to shop around and find something at a store near you, or maybe on the internet that works. What I ended up using was a plain old piece of corrugated cardboard, which I cut to the size of the opening. I put a layer of that adhesive cork on it, but that was no good, because the adhesive actually made it hard to poke the brooch pins into it. I ended up turning it around, and then cutting a layer of quilt batting and a layer of cotton flannel and putting those on top.
Anyhow, your goal is to end up with something like this. Test it for 'pokeablility' with safety pins or something, because you just want your brooch pins to poke into it easily, and not slide out until you want them.
5. Cover with fabric. Choose something you like. I decided to go with a plain charcoal grey cotton, as I wanted the brooches to really stand out against it, but you could also totally do a print and make it really fun. Stripes would be awesome, or some vintage style print would be great too. There are so many fun fabric options out there. But do stick with a light-to-medium weight fabric. A heavy upholstery fabric might make it hard to get a nice clean wrap around, and would be bulky in the corners making the whole thing too thick to fit. If you do decide to go with something thicker, like a velvet or something, just be sure to cut your pin-board backing a little smaller in order to make it fit. And also test the size of it in the frame before you go to all the work of securing the fabric to the board.
You have a two different options to get the fabric to stay in place. You could just wrap it around and use a staple gun to keep it in place, but then you'd need to be using a thick enough pin-board substance that the staples would not show thorough in the front. It wouldn't have worked with my little piece of cardboard. Instead, I decided to lace it together.
To lace the fabric around the board, start by laying the fabric, right side down on your work table. Then position the pin board in the middle of the fabric. Starting with the sides, take your thick-ish thread, and your needle and sew back and forth from side to side as though you were lacing a corset. Or putting shoe laces in your sneakers. Whatever you are more familiar with. This is going to take a very long piece of thread, so what I usually do is I just keep it on the spool. Istead of trying to measure the length of thread I'd need and cutting and knotting it, I just thread the needle onto the end hanging off the spool, and sew away, while unspooling what I need. Start at one end, and a scant three eighths of an inch in from the egde (just enough so it wont be too close to the raw edge) and go across the back of the pin-board and insert your needle from the top down into the fabric on the other side. Continue, going back and forth and catching the edges of the fabric, making the stitches about three quarters of an inch apart, until you reach the bottom of the pin-board. Then, after you've tightened all the "stitches", and are holding the last stitch taut, go in and out around the last spot a lot of times, and run your needle underneath this bunch of stitches, and pass the needle though the loop you've created to make a knot. Do this a couple of times, so that it is really secure. Repeat with the top and bottom edge.
Alternatively, if you don't feel confident with a needle and thread, you could also just go ahead and use good ole' duct tape. That would work too. Won't be as pretty, but then again, you won't really be seeing the back that often, will you?
6. When you are done with that, you are going to pop the pin-board back into the frame.
7. Then, using your staple gun, you are going to to staple all around the edges, so one side of the staple is in the frame and one side is in the pin-board back.
As you can see, you don't need to go crazy with the staples. Just enough to keep in in place. Also, in this image you can see the lacing back and forth that is holding the fabric in place.
8. Now comes the fun part. Get out your brooch collection and enjoy making a lovely arrangement of them. Go by theme, by colour, by category, or just make a fun, pleasing random arrangement.

As I said, this really gave me the chance to appreciate my collection aknew. I have some really lovely little pieces here that deserve a chance to shine, or at the very least, see daylight.

Et voila! Find yourself a nice patch of wall and hang that puppy up there. And then give yourself a pat on the back for being so clever. And think about wearing brooches again sometime soon.