Includes one eyeshadow palette, one blush palette, one lipstick palette, 2 shades of face powder, one tiny black eye pencil, one tiny red lip liner, one tiny blush brush, and one pencil sharpener. Two slots are empty- there may have been other applicators in there but they are now missing. This has a round mirror under the lid. There are a few accidental smudges on the products, but nothing has ever been used. Case measures approximately 6 inches by 4.5 inches.