I took a class with Pam Clarke at the IMQS in Overland Park KS earlier this year and she demo the pounce pad. The first thing she says to do is after you fill it with chalk, place it in a large baggie and shake it, (or pounce it) just have to get the chalk worked into the pad really well. Then on the stencil you should have a side that is rougher than the other that is the side that goes toward the quilt. Also it is good to take the stencil outside or in the garage or somewhere where you don't mind making a mess, and rub it over and over on the stencil so that you get the chalk built up. Also it works great if you use just a little basting spray. Once you get the chalk built up in the stencil you don't have to do this every time you want to use it. Just pounce the pad with the cover on the pad then just rub across the stencil and it works like a charm.