Inside my new sewing kit you'll see a felt lining stitched to the cotton cover with a Blanket or Buttonhole Stitch. With felt as the liner, I can stick my needles inside the cover to protect unsuspecting family members. A pocket for a small pair of scissors holds them securely. In the center fold you'll see the thimble slipped over another piece of felt and buttoned into place. I could not resist adding a few decorative felt elements too. I love my new sewing kit!