Altered Pencil Holder

Here is an altered pencil holder I made for a challenge at Little Scrapbook Shop in the December Cybercrop Challenge.

The kids had a Brother Bear container which a little stuffed toy of Brother Bear came in. It was just sitting around, calling out to me "alter me!!!" Of course I had to answer the call so this is what I did to it. I used Doodlebug PP and bits and pieces.