I used cotton fabric. I purchased the halloween outside print from JoAnn's during their sale last week. The inside is lined with something I had on hand (huge halloween/fall collection at my house). For the "Quilt sandwich" I used fusible fleece. I didn't use what they said to use, and from making 4 of these so far (making more this weekend), I think you could use batting as well. Anything that is going to give the sides and bottom a little substance to stand up. I like the fusible fleece myself. The last baskets I made I used Muslin on the inside. The only thing I did was I cut a piece of the outside fabric to line the handle. When you ladies all get yours done I would love to see them!!!!