Lacelady

Box sides need to be covered by the outer fabric. If you want a padded outside, then you can add batting to each side before covering, but avoid the top one inch of each side, or your lid might not fit. This was the reason for drawing arrows on the sides right at the beginning, because the sides are just a little taller than wide, and it's easy to get the placement of the batting wrong. Glue it in place if you are using it, then cover the sides with your outer fabric.

Some more stitching is needed now. Cut from your outer fabric: 3 of 7in x 2in, fold lengthwise and sew with quarter inch seams. Turn to right sides out, and thread with 9in elastic. 3 of 7in x 4in for gathered pockets. Iron under a half in seam allowance, turn down again another half inch and seam. Thread through with 9in elastic. Secure the ends of the elastic with a safety pin at either end. Gather each pocket suffieiently to leave half an inch on either side, and glue to three of the padded box linings, approx two inches down from the top. I secured my elastic to the back with glue, and a few stitches at each side. I also stitched the base of the pockets to the lining fabric, evening out the gathers as much as possible.

The other three sides of the box have elasticated strips to secure reels of thread, and are attached in a similar manner, with glue and a few stitches to the lining fabric.

The outer base can now be stitched, right sides together with the outer sides. If you have added batting to these, make sure the batting is nearest the base, with the area free of batting furthest away from the base.