Included are batteries, the brush and a small tube of cleaner. While in use I find it isn't that noisy, I would say quieter than my electric toothbrush. It comes with 2 speed settings. I have very sensitive skin and find the slowest speed the best. The fast one is just a tad to harsh for me. It is waterproof so can easily be used in the shower.
Well, I didn't realise how much makeup actually stays on your skin when you just clean with your hands and a cleanser. The brush was filthy! Just shows that it works. It is a good exfoliator so I tend to use this every other day. I've been using this for almost 3 weeks now and I can already see improvements with the brightness of my skin. Even my acne scars are improving.
If you are like myself and can't bring yourself to pay for a Clarisonic then I would recommend Olay Professional Pro-X Advanced Cleansing System as an alternative.