1. Lay pincushion front right side down. Center one 5x10" fusible fleece rectangle atop pincushion front, fusible side down. (The fleece should be 1/4" smaller on all sides.) Fuse in place. Designer's note: The fusible fleece gives the filled pincushion a smooth look.
2. Repeat Step 1 using pincushion back and remaining 5x10" piece fusible fleece rectangle.
3. Quilt pincushion front and back as desired. On the featured pincushion, Brenda Riddle quilted a 1-3/4" grid across the pincushion back with the stitching running at a 45° angle to the diagonal seam lines.
4. Baste rickrack 1/4" from all edges on pincushion front, stitching down center of rickrack, easing rickrack around corners, and overlapping ends 1/2" (Diagram 7).
5. Layer pincushion front and back with right sides together; pin. Sew together along all edges, leaving a 2" opening along one side for turning and stuffing.
6. Turn pincushion right side out. Firmly pack the pincushion corners with cotton stuffing, using a little at a time. Then use a small funnel or teaspoon to fill the pincushion with walnut shells. Gently tap pincushion on table to settle shells; add more shells as desired. Press a little more cotton stuffing into opening.
7. Whipstitch opening closed to complete pincushion.