Includes Darth Vader Voice Changer Headset + 3 Light Sabers Vader Headset Has 5 Phrases, plus microphone built in to speak and breathing button to mimic Darth Vader's actual breathing sounds from the movies Requires 3 AA batteries Includes Instruction Booklet Light Sabers are retractable Obi-Wan Blue Light Saber is Battery Operated and Makes Sounds, Comes with Instruction Booklet