OLAY Professional Advanced Cleansing System only. Needs 2 AA (batteries not included) Brand new/excellent condition without a box. I have 2 of them, this one was not used. Please view all photos for best details, which can be enlarged for true detail. The dual-speed rotating brush head softly tickles the face with its exfoliating bristles while the cleanser foams away dirt, oils, and dead skin. The exfoliating brush can be used with any face wash to get skin clean and smooth. Thank You for looking and have a great day!