Buttercream, except for ladybugs (my son requested ladybugs on his cake), bananas and yellow hat, which are all fondant. The George figure is store-bought. I tried to make a George out of fondant, but failed miserably. I also attempted palm trees, which would have been great if I had made them earlier. I didn't give them enough time to dry. It was the first time I started a cake without any idea of where it was going to go. I guess I couldn't be disappointed if I had no expectations! I liked this one.