marshmallow fondant, yellow cake & cream cheese filling. The "2" topper is made of modeling chocolate & is my second time working with it. I had a much better experience with it this time around. :) I dyed it before it was all the way cool, & shaped it after it'd spent a night in the fridge. I placed "feet" in the bottom of the 2 before I returned it to the fridge to harden, so that I could insert it into the cake. The Dora & Boots are toys that I placed on the cake as a request from the client. I'm really happy with this cake!