Leapster Explorer with 6 games, plus the CD-ROM to install the "Leapfrog Connect" on your computer. USB port included, but no wall plug-in. Batteries are included. Games are Tangled, Brave, Mr. Pencil Saves Doodleburg, Dora the Explorer, I Spy, and Spongebob. Everything you see in picture plus the CD-ROM. Text please 478-217-1661.