This kit comes with three mineral eyeshadow shades, a wide all over shadow brush, a contour blending brush and eyeliner pencil with sharpener cap [such a cool cap!!!]. There are also directions for E.L.F's version of a smokey eye. This kit was definitely worth the amount of money I spent. I'm new to mineral make up and this was the best way to start. The eyeshadow colors go together really well and feel absolutely weightless while you wear them. Following their directions for the look took me about ten minutes to achieve and it was quite simple. Very easy to blend and would probably look flattering on just about any girl. My least favorite product was the eye-pencil[I gave up on it and cheated with my liquid liner instead hehe]. I much prefer liquids but that's just me it might be a decent pencil. Brushes are soft and very nice quality, no shedding or weird shapes. The only thing this kit was missing is a mascara but what girl doesn't have THAT already? This was one of my first E.L.F purchases and surely will not be the last!!!