See the inspiration dress
here.
All seam allowances are 1/2" unless otherwise noted.
You can use a shirt you already own or you can make one. I didn't have a suitable top so I made one.

Cut up the men's shirts into the largest pieces possible. I used
Simplicity 3887 view C/F for the top. I have made this top two other times and have had success with it. Lay out your pattern pieces, pin and cut. Assemble the shirt according to the patterns directions.

I made two modifications to the pattern 1- I didn't use the full length of the pattern since it would have just been cut off later. 2- Instead of an elastic casing on the arm, I gathered the bottom of the sleeve and finished it with bias tape. Same basic look, just a little more finished looking.

Figure out where your natural waist is either by trying the top on and marking it or measuring down from your shoulder or you can eyeball it. That's what I did. :)

Cut the center back of the top. I serged the edges but that is not necessary.

Cut out your waist band. I added three inches to my natural waist measurement for seam allowance and garment ease. My band was 3.5" wide. Using a 1/2" seam allowance the band on the finished dress is 2.5" wide. (Ignore that second band. I didn't end up using it.) Cut a piece of lightweight fusible interfacing the same size as your band and iron it to the wrong side of your band.

Pin and baste your waistband to the bottom edge of the shirt (right sides together). Try on the top to see if you like where the band hits you on your body. Adjust if necessary. Once you are happy with it, sew the band to the shirt using a regular stitch. Optional- serge the raw edge.

TIP: I wish I could have had more gathers in my skirt. Try to find a skirt that is a few sizes larger than your normal size so you will have more material to gather.
I wanted my skirt to hit right in the middle of my knee. I pinned and cut off the top portion of the skirt (and lining) leaving me with 23" of skirt with the original hem intact.

I serged the top edge of the skirt and lining, mainly to keep them together. If you don't have a serger do a regular stitch around the top of the skirt.

Gather the skirt using a long machine stitch (5 on my machine). I like to do two lines of gathering stitches that way if the thread of one breaks you've got a back up. Plus, you get more even gathers with two.

Lay your zipper on the shirt and measure the over hang of the zipper (7.5 for me) and is how much you will cut open the skirt.

Mark and cut your zipper opening on the center back of your skirt.

With right sides together pin and baste the skirt to the bottom side of the band. Try on your dress for fit. Once you are happy with it, sew the band and skirt with a regular stitch and serge raw edges.

Sew in invisible zipper.

The zipper is in. I like to pretend that the waistband matched up perfectly. I was too lazy to take it apart and fix it.
For the pockets: Cut out your pocket.
Freshly Picked has a perfect sized
template if you need one. (She also has much better pictures and directions on how to do a pocket. Go check it out!)

Open up the side seam where you want your pocket to be. Making your opening slight larger then the pocket piece.

With the right sides of the skirt and the pocket together, pin and sew with a 1/4" inseam. Repeat for other side of the pocket.

Sewing the 1/4" inseam
(Please forgive my less than stellar photoshop skillz)

With the right sides of the pockets together, sew the side seam of the skirt that you opened once you get to the pocket lift the presser foot rotate the skirt put the presser foot down and sew around the perimeter of the pocket. Continue back onto the skirt sewing the side seam closed.

A pocket! Now repeat for the other side of the dress.
A tutorial for the rosette brooch will be up tomorrow.