It makes a sweet little tinkling bell sound! It isn't annoying at all! The eyes are straight and when you rock it, the eyes roll back and forth. It's a very cute toy!I bought this for my 2.5 month old for tummy time because nothing at that age seemed to catch her attention for longer than 10 seconds before she'd start crying. Nothing ended up being the "magic toy" for us including this (not the water mats, black and white books... She was just a pure tummy time critic for awhile). This would catch her attention for a little bit if I was jingling it and rocking it back and forth, but she was never interested in looking at it for long.Once she hit about 5/6 months and could move a bit more, this began to catch her attention better. She would reach out for it and this was one of the toys that helped her learn to roll. After she was 7/8 months, she loves sitting and picking it up and chewing on its "ears." Those little flaps on the side also seem to help with motor control for picking things up; they're just big enough baby can grab them, but small enough I think it helps her learn to use her fingers. I was a little worried with her picking it up since it is weighted a little on the bottom, but as long as she's sitting it's fine. It has dropped on her feet before and she doesn't even bat an eye.Overall, I would recommend this! When I first pulled it out of the box, I had a moment of "That's it?" but it has turned out to be a cute toy that has lasted for several months of interest now.