Thanks Julie for stepping in, I really love the ATC challenge. I used Min's kit called Midnight. I used 5 papers changing properties and blending until I liked it, erased some of the journaling paper and tore it up a bit more, and recolored the webs and word art a bit. Thanks Min, I love the kit.
Here is one from me:
http://www.digitalscrapbookingstudio...89-beware.html