I picked up a charming old mantle clock while out junking one weekend because it seemed like it had a lot of potential for a transformation. Since it had a spooky vibe already, I thought a Halloween makeover was definitely in order.

The base of the clock was hollow, so I decided to remove the front panel so I could make it into a shadowbox. To do this, I first drilled a hole in the middle.

This allowed me to insert the blade of my jigsaw, which I then used to cut all around the edges.

I didn't worry about making a perfect edge, because I knew the decorations and paint would hide it in the end.

Next, I painted the entire inside with black Multi-Surface paint.

Next, I used my hot glue gun to cover the inside back with scrapbook paper that looked like it belonged as wallpaper in a haunted house.

Along the outside, I hot glued a bunch of tiny bats from Tim Holtz.

Even with nothing inside yet, it was already looking quite spooky!

Next up, I had McGeeky make me a gothic arch window with his 3D printer. If you don't have access to a 3D printer, you can use a dollhouse window instead.

I found a cemetery scene online and printed it out to fit behind the window. I just traced the window onto the paper, cut it out, and glued it to the back.

To fill the shadowbox, I purchased a dollhouse pump organ and painted it all black. I pulled out the glue gun again and lightly drizzled glue back and forth over the piano. We usually try to avoid those stray glue "hairs" when working with a glue gun, but this time I created them on purpose. They look just like cobwebs!

I think this piano looks like it came straight out of Mrs. Haversham's house.

The final decorative touches were adding some glow-in-the-dark paint to some skull "portraits" and a creepy message back on the wallpaper that is only revealed under black lights.

I perched a gargoyle on top and permanently set the time to midnight before setting it out for display.

This mini Halloween diorama is such a fun addition to my Halloween decor, and a great way to upcycle an old clock.