12 pencils. Set 2 contains Kitsch Flamingo, Barn Door, Spiced Marmalade, Fossilized Amber, Twisted Citron, Cracked Pistachio, Mermaid Lagoon, Iced Spruce, Prize Ribbon, Seedless Preserves, Antique Linen, Vintage Photo. 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 .