12 pencils. Set 2 contains Worn Lipstick, Aged Mahogany, Ripe Persimmon, Squeezed Lemonade, Lucky Clover, Pine Needles, Uncharted mariner, Weathered Wood, Milled Lavender, Gathered Twigs, Old Paper, Pumice Stone. Distress Watercolor Pencils are woodless watercolor pencils formulated to achieve vibrant coloring effects on porous surfaces. The solid water-reactive pigments are ideal for water coloring, shading, sketching and more. Color directly onto surface and blend with water. Layer with Distress Ink, Oxides, Sprays or Paint for more creative possibilities. Coordinates with the Distress .