I just got this toy today, and I'm impressed overall. The telescope is two lenses that you attach to the pen, and it has a pretty far range. The recorder works great, the button is well hidden so no one has any idea that you're recording them because it doesn't beep when you press record. Even if they accidentally press the play button your cover isn't blown because the pen doesn't have a speaker. You have to put it in the (awesome looking) carrying case to hear the recording when you hit play. Only YOU can hear what you've recorded! My only complaints are that the case only locks when the pen is inside, if you take the pen out of the compartment on the case anyone can open it. The XP-4 spy pen has a lock on the case that only the pen can open, so it's better than the X2 in that respect. Also, the light on the X2 only turns on if you hold down the button, so you have to keep holding the button while you're writing. But still, it's cool!