Awesome kit and a must buy for any man who wants his shoes to look their best. The kit comes with a small brush to apply the polish, 1 large brush for polishing, a soft cloth for that little bit of extra shine, 2 cans of shoe polish and a zipper bag. I took out my oxfords and went to work polishing each one 3 times and letting it to dry in-between. You will not have to do it as many times as I did if you regularly polish your shoes. The water resistance definitely works; I fell under a downpour and in a bunch of puddles, yet the inside of my shoes were dry as ever.