Contained in 124 MB is Slackware scaled down. An attractive desktop experience was had by all. The popcorn edition is a smaller version containing XFCE and Fluxbox as opposed to KDE and is said to be able to run from an usb flash drive. It comes with Firefox for browsing, thunderbird for email and gaim for instant messaging in addition to the file tools included with XFCE and the underlying linux os foundation.
From the changelog we learn that new in this version:
- v 5.0.5 Popcorn Edition
- Initial release of SLAX PopCorn edition, a 124MB Live CD with XFce desktop
- Contains Mozilla Firefox and Thunderbird, XMMS clone, Gaim and AbiWord
- doesn't contain harddisk installer yet, but can be installed manually
- v 5.0.5 all editions
- fixed error message during X startup (about hostname)
- guest user can see mixer icon and screensize icon too
- added kio_imap for kmail
- LISA is started with KDE to allow LAN browsing
- startx didn't start KDE after flux command, fixed
- updated fluxbox menu
- created nice fluxbox plastik theme
- added fstab-create script to make sure all devices are listed in fstab
- added network configurator to set IP address by using GUI
- fixed uselivemod and webconfig feature
I booted the cd version and found a comforting slackware init that started slax without flaw. Although it did mount all partition on the hard drive automagically and I never think that's a good idea. Upon boot is one of the best terminal screens I've seen listing helpful information and start commands including root password and user info similar to this frodo screenshot  and thumbnail depicted here as borrowed from the slax.linux-live website . This was a nice addition. I personally prefer that to starting X automagically, as I'm able to umount all my partitions before seeing if X is going to lock up as with many livecds.
For 148 megs, I didn't find it as complete as other mini distros of a 1/3 it's size, but it does come with a choice of two window managers. If you prefer Fluxbox to XFCE, then they got you covered. Fortunately XFCE comes with many nice tools including a filemanager and looks really nice. I think I'd personally prefer another color for the default wallpaper other than red, but it's still fairly cute with the image of a popcorn box labeled slax. Thegimp was in the menus, however seemed to be missing from the distribution. An application that large is not expected on a mini livecd, but the menu entry should be removed. I found it stable and responsive in it's livecd format. It had no problems with starting the X server and finding all my hardware. The mplayer came fairly complete as it was able to play an avi movie file, tho the cd player couldn't find any of the cds I put in my drive. Some of them fairly old before copy protection was even given any thought.
So, in summation, it's a nice livecd that could be used as a recovery tool or portable os, especially for the Slackware fan. It has a lot of competition but it has it's Slackware roots going for it. It's a wonderful little os that I wouldn't mind packing up in my bookbag or purse.