The tree is Fantasy from Penny Black.
The fall "leaves" are made with Itty Bitty Background from Stampin' Up!
The 2 birds are Bird Trio from Savvy Stamps (used marker to color in just the 2 birds).
Used Distress Inks: vintage photo, shabby shutters, scattered straw, barn door, broken china and my new vintage photo distress marker.
Again, this card was inspired by Heather Telford's lovely autumn card