LeapFrog Scout's Goodnight Flashlight Rocket into dreamland! Blast off on space-pup adventures in flashlight mode, then drift off to sleep with glowing stars and 10 or 20 minutes of bedtime sounds or music. 3 AA batteries required (included for product demonstration only; replace for home use). Use as a flashlight to project an image of the planets, or a soothing lullaby nightlight, with volume control and timer. Glowing numbers and stars shift from red to blue to green as the timer counts down, lighting the way to sleep in nightlight mode. Flip on the flashlight to see the solar system. Explore colors, count stars and learn about planets with astro-pups Scout and Violet. Make bedtime out-of-this-world with a unique combination of quiet imaginative play, twinkling stars and lullaby sounds. Choose from 10 or 20 minutes of solar wind, environmental sounds or Scout's special lullabies. Set the volume to low, high or mute for a soothing shift to sleep. Learned skills include colors, music & rhythm, and numbers. Press the yellow flashlight button to turn on the flashlight and see a colorful projection of eight planets. Hear Scout count the planets and talk about their names and colors.