Filled with the ceiling! Disney Characters Good Night Home Theater Princess Dream & Fantasy Dream Batteries are not included when shipped. Not all functions have been tested. Therefore, it is listed as having scratches. The main unit also has fine scratches and discoloration. There are no problems with use, but please consider that it has a certain amount of wear and tear as my child loved it and used it every night when they were small. The remaining cassettes are stored separately in the cassette boxes. The boxes are torn. It will be shipped in a bag, etc., over the box. No cushioning material will be used. Cassettes are not sold separately.