Base cake 12", then 8" and 6" cakes. Chocolate cake with chocolate buttercream frosting for filling and regular buttercream frosting on cake. The base of towers and the flags are fondant. Also has fondant flowers around base of castle and small fondant hearts under the windows but the (plastic) princesses are positioned so that the picture doesn't show them. The top of towers are sugar ice cream cones. (A 7 hour ride didn't help the frosting!)