Discovery Kids II MP3 Player (128MB) 128MB miniature USB boom box radio with 20 pre-recorded songs featuring artists such as Twin Sisters and Hot Buttered Rum USB computer connection cable and software included Large, kid friendly buttons are easy for kids to use Minimum system requirements: Microsoft Windows 200/XP/Vista, Pentium Processor (166MHz or higher), Mac OS X (up to 10.5), USB 1.1 or 2.0 port Requires 4 AA batteries (not included); Ages 3+