98 eyeshadows, 70 lip colors, 11 eyeliners (5 pencil, 6 gels), mascara, 3 blushes, 4 brushes, and a mirror. A full face make-up palette by Sephora, $435 value. Closes to a book-size travel container (held together by a strong magnet) and comes with carrying straps. Used ONCE for a fashion show (meaning clean brushes). It’ been barely touched and there is still 99% of the product left. I’ve never used this since, so please take this off my hands and use it for all your cool make-up projects!