This review assumes I have the real thing, as I did pick this up on evilbay. So, this palette houses a huge eyeshadow pan, two little lippies, and two teeny applicators. Let's start with the eyeshadow. Although it says there are three shades of gray, the third is just overspray, so there are really only two shades, a medium gunmetal with shimmer and a shimmering charcoal. They are well pigmented but can be applied sheerly for daytime wear and seem to endure very well. The sponge-tip applicator is way too tiny, however. As for the lippies, one is a deep berry tone and the other a red/maroon shade. Both are lovely and endure outstandingly. When they do wear away, they leave a nice stain on the lips that lasts for a while too. The lip brush is also extremely tiny and difficult to manage. My primary gripe is that the eyeshadow will far outlast the lippies, and of course that at retail this palette goes for a whopping $100. Although it's pretty, and the colors are very usable, and the eye palette is huge, I could never justify that price. It's simply not worth 100 bucks.