The Ultra Punch 3 Needle set comes with the ergonomic blue punch needle tool, 3 interchangeable needle tips (small, large, and a medium tip installed), two threaders, one open spring (for large needle), and a detailed instruction book. The handle is specially designed to prevent hand fatigue when punching and has adjustable loop heights that sets this punch needle apart from the rest! Be sure to look for the Ultra Punch Sampler that you see in picture #2 as a companion learning piece to go with your Ultra Punch Needle. Ultra Punch Sampler is sold separately.