This one my first topsy turvy cake and I think it came out pretty good. The theme for the baby shower was "oh the places you'll go" by Dr Suess. the bottom tier is vanilla pound cake, middle is red velvet and top is chocolate. all buttercream frosting except the guy on top was made out of fondant and gumpaste. and of course the lollipops around the outside. Oh and the clouds were made out of icing!