I made this for Linda from Studio L3 for the Simon Says Stamp sponsored challenge. The techniques used can be found on page 61 Creative Core'Dinations of Tim Holtz's A Compendium of Curiosities, Vol. 2. I used Pocket Watches and Steampunk set Texture fades and I used Tim Holtz's Bigz Die Weathered Clock.
I finished it off with text from Once Upon a Time "Timepiece".