The Urban Decay Naked 2 Palette comes with 12 eye shadows, a dual ended brush, and a mini lip gloss. One side of the brush is a flat shader brush and the other side is a crease blending brush. The brush works very well. The package is different from the first Naked palette because the first one was a suede magnetic box while the new one is a tin metal box. Both come with mirrors. All the eye shadows are very pigmented, silky soft in texture, and blends wonderfully; which is what is expected from Urban Decay shadows anyways. The matte black shadow is a little rough in texture but is a perfect matte black to make a nice smokey eye. This palette has 3 matte shadows, 1 shadow that has a slight sheen, and 7 shadows that have little specs of glitter. You cannot feel the glitter when you apply the shadows. Like the first Naked, this palette is limited and can be a little frustrating to get your hands on. If you go on urban decay's website you can sign up to be notified when the next round will be released.