12 pencils. Set 3 contains Tattered Rose, Candied Apple, Crackling Campfire, Wild Honey, Crushed Olive, Rustic Wilderness, Peacock Feathers, Tumbled Glass, Faded Jeans, Shaded Lilac, Frayed Burlap, Hickory Smoke. 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 .