Buttercream frosting, fondant decorations and gumpaste mask. I found the coolest tiny lights at Michaels that are the size of a larger capsule that you twist and they turn on for at leat 8 hours. I added them behind the mask, so it lit up the top of the cake! Looked totally cool b/c the party was at night. Thanks for looking. I'm tired, it was my 3rd cake for this past weekend. Normally I just do one.