1.) 1/2" plywood or MDF (whichever you prefer, I used MDF... won't splinter when drilling) Home Depot cut all of my wood for me for free.
2.) 1"x4" wood to use to support the headboard
3.) Foam bed topper. I planned on buying 2" foam from Joann's but it was too expensive. I found bed toppers at Old Time Pottery for $9.99 up to a queen size so I just bought a couple of those to use instead.
4.) Quilters batting
5.) Cotton batting ... I wrapped this over the other batter because of it's nice tan oatmeal color. Just in case you can see it through my burlap fabric.
6.) Fabric... it needs to be tough enough to handle the pulling, tugging, stapling, etc. I'm using burlap. Very inexpensive; only about $2.99/yd but of course I used a coupon. ;) That's right 40% off.
7.) Drill ... for drilling the holes through the MDF and for screwing in screws. Plus, it just makes like easier having one.
8.) Hammer and nails.
9.) Staple Gun. I purchased mine from Hobby Lobby using one of their 40% off coupons. It started at $9.99 (best price between all the craft stores) plus 40% off... you do the math.
10.) Staples... you'll need a pack... got mine from the same place as the staple gun.
11.) Button making materials ... please see my post on making buttons here. You can get a lot of inexpensive supplies from http://www.coverbuttons.com/.
12.) 2 Upholstery needles (You'll need one to do the threading and sewing of the button. The other needle you'll need as a guide to find your way back through the hole.)
13.) Upholstery thread
14.) Some buttons (or you can use nails or staples) to hold the thread down on the back of your headboard. You can get a mixed bundle of buttons for about $2.50 from Hobby Lobby.
16.) Spray Adhesive/Glue
17.) Pencil/Sharpie ... to mark out your pattern on the back of your board and where you plan to drill your holes for your future button tufting.
18.) Time and Patience... making the buttons & tufting your headboard will be the most time consuming part... depending on the number of buttons you want on your headboard.