I picked up this cheap piece of luggage at an estate sale for $7. I needed something to keep my nail polish in. 

I ripped out the lining (which was in pretty gross shape anyway).

Then I created patterns for the lining out of heavy craft paper. I ended up using wood pieces to reinforce the top and bottom because it was a stiffer material. However, I could just as easily have used cardboard.

I painted the exterior with some Martha Stewart craft paint. I also eventually painted the metal parts with a gold all-purpose craft paint because I liked how it looked. Not necessary to make a cute new piece, tho. 

Carefully measuring my paper patterns again before wrapping it in fabric and securing it with hot glue (my favorite). 

Painted and ready for the lining. Which was the HARD part. 

Fabric-wrapped lining!

AND it fit! It took a little adjusting and lining up the fabric was a little tricky. But I just took my time with it. And here’s a before and after.