So I chose the zipper first. I have these in all colors. Sometimes you have to use colors that aren't your style. This is one of those "use your stuff, don't overthink it" times. I think the mild mannered punk rock bits just happened to counter balance the baby pink lace.
I simply cut some strips, sewed them together into a tube, then cut the tube and offset the bits, opening up the tubes standard quilter fashion. Quilted with some stiff stuff and a nice backing fabric, then sewed the zipper-edges nicely shut like I was making a mug rug.
I did the ends of the zipper, then hand sewed that entire thing to the "mug rug". Then I cut some discs, quilted them, cut the seam allowance to fit them in, and pushed them in with the raw edges out. Sewed them on, then just attached some edging. Which SHOULD have been bias edging, that'd have resulted in a much cleaner look. But oh well. I didn't want to waste the fabric, lol. I'm pretty happy with it either way, and I've got a nice pencil case out of it! So now I don't drag my coloring pens around one-by-one, hoping the cat won't steal them. (she steals anything she can carry - bag clamps, receipts, dice...)
There's a full write up with photos here if you're interested: https://melladh.wordpress.com/2016/06/14/my-inner-loli-punk-rock-pencil-case/