I started out kinda like this:
Piles of buttons and some of the "bases" are glued together.
These are the backs:
And eventually it all came out like this:
And it doesn't look like crap!*
All it took was: Buttons of various sizes. Metal pins. Felt. Bead/glass glue (for the buttons and the pins). Hot glue (for the felt to cover the base of the pins).
Slightly time consuming, but ultimately rewarding. I left dozens of hair strands in the bead glue/buttons and scalded skin on the hot-glued felt. Some of these are cute enough that I'm tempted to keep a few back for myself.
*I know I'm ridiculously proud of myself when I manage not to screw something up really badly...but if you knew how often I screwed things up really badly, you'd understand.