First, take two of your plain popsicle sticks and use them to trace and cut out both a silver piece of scrapbooking paper and a piece of pink paper. Glue these down on top of two popsicle sticks.
Place your popsicle sticks facing pretty side down. You should have 5 yellow popsicle sticks on top, followed by a silver one and then a pink one as the eraser.
Hold the popsicle sticks together by gluing two popsicle sticks to the back. I would recommend using hot glue for this.
Cut out a large triangle piece of the pencil flesh-colored foam. Cut another smaller triangle piece in black to use as the tip of the pencil.
Cut out your pictures if needed and add them to the center of the frame using a glue stick or liquid glue.