This palette has 20 eye shadows, 12 lip glosses, and 2 blushes. It is from Avon's Christmas special items. I wasn't going to get it since I tried the smaller one, didn't like it, and thought this one would be like the one's from the department stores, lots of stuff but no quality. Well Avon lowered the price and I decided to give it a good try. I am not happy with it. Very few of the shadows are wearable to me, lots of fall out and little color unless I use a good primer. This palette is designed to be easy to travel with and I think for younger ladies who can wear eye shadow primer without showing all their wrinkles, ;-) I think the colors of the shadows would be very pretty. In some respect they look like the colors in the U.D. Book of Shadows palettes. The lip glosses are the most useful items. The blush are powdery and the colors are not for me. If you like more coral colored blush then these may be for you. Even the darker more rose colored blush comes across as a type of coral on myself. The reduced price is still twice as much as say Ross would charge for a similar item. The packaging is cute. The bottom try with the shadows comes out easy enough but the compartment with the blush and glosses is a nail breaker. I will not be buying this again and I will be asking for credit towards something more useful. I do love that Avon is a great company in that they exchange or give money back if you are displeased for any reason with their products. This is probably why Avon has been in business for so very many years and why I have been an Avon Rep. for the most of my life.