12 pencils. Set 2 contains Saltwater Taffy, Festive Berries, Carved Pumpkin, Scattered Straw, Shabby Shutters, Mowed Lawn, Evergreen Bough, Chipped Sapphire, Victorian Velvet, Wilted Violet, Tea Dye, and Ground Espresso. 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 .