I just bought this and I really like it. The eyeshadows are lovely, neutral, shades and although some look similar they have subtle differences. I like that the colors are more subtle and don't scream EYESHADOW at you when you put them on. They glide on effortlessly and blend wonderfully. I love the lip glosses. The blushes are nice, but I would have liked one to be more pink. The eyeliners went on smoothly on my hand, but I've not tried them on my eyes; nice colors. I was very undecided about this, but decided to take the plunge. I is my first Smashbox product, so can't compare Ultimate Palette items to other Smashbox items. I am happy with it and will get a lot of use out of it. It is not at all big, which makes it great for travel.