I am so sad to see these stamp go into retirement. The background is "Cheesecloth" and the shells are from "Beautiful Beach". Please join me in a moment of silence. I cased this card from Michelle Fischer. She has some of the most beautiful cards. Her style is so clean and I love the colors she chooses. Aparently, Stampin' Up! likes her too because I see her work in Stampin' Success quite a bit. Go check her out.