CARE BEAR IS BUTTERCREAM WITH FONDANT ACCENTS (TUMMY, NOSE, EYES). BOTTOM CLOUD CAKE IS FONDANT AND THE FLOWERS ARE ALSO FONDANT. I WANT TO THANK ARTY A FELLOW CC'ER FOR ALL THE ADVICE ON HOW TO MAKE THE BOTTOM CLOUD CAKE. IT WAS MY FRIST TIME CARVING OUT A SHAPE AND THE ADVICE WAS A GREAT DEAL OF HELP. THANX!!!!