12 pencils. Set 2 contains Spun Sugar, Abandoned Coral, Lumberjack Plaid, Dried Marigold, Forest Moss, Bundled Sage, Broken China, Stormy Sky, Blueprint Sketch, Dusty Concord, Brushed Corduroy, and Lost Shado. 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 .