5 great bright pallets of paint, Orange, Red, Blue Yellow and White, a Glitter Crème Gel with brush, 5 sponges, 72 Stickers, 16 Tattoos, 1 How To Poster with 12 different faces with full instructions and 5 outlining Makeup crayons. All come in a see through zippered Makeup bag. Enough face paint for 50 + faces.