The bottom layer cake is Lemon Pound cake covered with Wilton Fondant. The top layer is Red Velvet covered with Wilton Fondant. The icing is buttercream. All the little penguins, snowflakes and stars are fondant with silver dragees and silver luster dust. This was my first attempt at a topsy turvy cake.....we cut the first level wrong and figured it out for the second level. This was my first fondant covered cake!!! Any suggestions are welcome!!!