I saw this in Pottery Barn a long time ago. I don't even know if they ever sold it, I've had the picture in my files forever! I love it and figured it wouldn't be hard to replicate.
I used a hinged shadow box that I had laying around from a buy one get one free sale at Michaels. This size is perfect because it is so thin and it comes with a linen look background. You could use anything I suppose and it doesn't really need glass, but I don't like to dust. :)
I tore off the backing it came with and spray glued the lighter muslin to match the other fabric I have in the room. It was a little more work but I felt worth it since the fabric I used is lighter in color.
I purchased 3 boxes of 12 count colored pencils, mine are Crayola because they were on sale. They come nice and sharp so I didn't have to worry about sharpening them all, check your boxes before you purchase though!
For the ruler I had an old paper tape lying around from some things my mother had given me. I think you could use the ones hospitals use to measure newborn babies heads. They are super white so it might need to be aged if you like the antiqued look.
I glued the tape down the center of my board with a tape runner. Then I layed out the pencils tight up next to each other to get my placement.
Next I got out my hot glue gun and put a line of glue right over the word(where is says the color) side of the pencil and glued them down starting from the top, making sure to keep them tight to each other.
Then I let it dry overnight and hung it up on the wall.
Linking up to thsese parties.