The cloak is made of velvet with a lining of satin. OOOOOHHHH! Never, ever work with those two fabrics together! They slip and slide against each other, and if you screw up on velvet, you cant hardly fix it! When you sew it, it destroys the velvet-ness, the "pile". The vest is also velvet with a satin lining. The skirt and petticoat and pantaloons (hey, I did not go out without shorts on underneath this very short skirt) are all cotton. The basket was a wedding gift from a friends grandmother. I just love it. I collected all kinds of halloween treats in it.