I'm in too. When I started quilting I thought I should buy random fabrics to establish my stash and didn't realize until some time later that coordinating colors is not as easy as I thought. I also got sucked into buying clearance fabrics, especially the ones say "mystery bundle" or "10 one yard cuts for $20" deals, and got some ugly fabrics. Now I think it's better to buy beautiful bundles or quilt kits that I really love and pay full price than to get discounted fabrics that I'm not 100% sure about. Last year I started using up these ugly fabrics for easy projects, like cloth napkins and pot holders that will be used and stained (and I can save money on paper napkins). I also plan to use up some of ugly yardages for DH's boxers. I have a couple of old mattress protectors and am wondering if I can cut them into squares and cover them with fabrics for animal shelter donation. Or, I can use up ugly yardages for practicing machine quilting. For some of my beautiful fat quarters that don't fit with any of other fabrics I own, I think I'll use them up making pocket tissue holders and give away to my friends. Then I'll have more space and I can really enjoy the fabrics that I really like. What are your ideas for using up fabrics that you don't like too much?