The wooden faces had been hanging around for a while in my stash... I got them from a woman who brought them to a class I took in 2004. I stamped the test onto the woman's face, then pasted a matte medium transfer of the baby's face on top.
The denim background is kind of new: it's adhesive-backed denim from the Creation Station, which is an art/recycling place I like to visit from time to time. It's a lot like Scrap in Portland. I distressed the denim with a retractable knife/box-cutter thingy.
Then I painted the denim, hoping for an interesting color combination, but I learned this: Denim is quite absorbent. It likes acrylic paint. I know, I know... all y'all who work with fabric in your art coulda told me this many times over. But I'm learning. Eventually.