Last year I taught the guild how to make zipper bags and managed to talk Mary out of one during the class. She made me another one - look at the wonderful pincushion fabric.
Then she made a very unusual pincushion for me. The top photo is of the pincushion closed so that it can be used as a pincushion. The second photo is of it opened with the lime green felt pockets. You can store needles and pins in the felt and they stay safe while it is folded up and being used as a pincushion.