Background and awesome cheesecloth are from Geist by Clever Crow Designs.
Circle stitching and chains are from Little Fright Collab Kit by Tangie Baxter and Clever Crow Designs.
Tree is from Funky Halloween by Sophia Sarducci
Spooky alpha by by Carina Gardner at Diginirvana.com.
Flying witch border by Christy Skaggs at GoDigitalScrapbooking.
Frame by Manu70.