Theresa May said she had created a "bold" new cabinet that has "hit the ground running" on her first day as prime minister.
In a cull of a number of David Cameron's closest allies, May's shake-up of the top team saw promotions for women and Brexiteers.
After sacking Mr Cameron's right-hand man George Osborne within hours of taking office on Wednesday, Mrs May went on to take the axe to Michael Gove, Oliver Letwin, Nicky Morgan and John Whittingdale.
But Jeremy Hunt kept his job as Health Secretary, despite being widely tipped for the chop.
And there were a number of surprise appointments made.
Perhaps one of the biggest was that of May's Tory leadership rival Andrea Leadsom, who was promoted to Environment Secretary.
Leadsom had made previous comments in an interview where she appeared to suggest being a mother made her a better choice for prime minister than May, who does not have children.
It follows yesterday's shock appointment of Boris Johnson being made foreign secretary.
Johnson made the cut along with fellow Brexiteers Liam Fox as International Trade Secretary and David Davis as Secretary of State for Exiting the European Union.
And May rewarded her leadership campaign manager Chris Grayling with the transport secretary job, adding him to the list of Leave backers in cabinet.
Meanwhile, failed leadership candidate Stephen Crabb quit the cabinet "in the best interests of my family", days after The Times reported that he had sent sexually explicit WhatsApp messages to a young woman during the EU referendum campaign.
His job of Work and Pensions Secretary went to Damian Green, who served under May at the Home Office for four years as immigration minister and policing minister until his surprise sacking by David Cameron in 2014.
Asked if he was pleased with his new role Green turned to reporters and said: "Yes."
And May's former number two at the Home Office, James Brokenshire, entered the cabinet for the first time as Northern Ireland Secretary, replacing Theresa Villiers.
Villiers announced her resignation after May told her she was being moved from the post she had held for almost four years and offered her a job which was "not one which I felt I could take on".
A week after seeing his hopes of the Tory leadership dashed when he came third in a poll of Tory MPs, Michael Gove lost his justice secretary job to Liz Truss, who became the first female Lord Chancellor in the thousand-year history of the role.
Nicky Morgan's former role as education secretary went to another promoted woman, Justine Greening, whose new department will be beefed up by the addition of responsibilities for further and higher education, skills and apprenticeships.
And Sajid Javid - a protege of Osborne's - was moved sideways from the Business Department to become Secretary of State for Communities and Local Government.
Other eye-catching appointments on the second day of the formation of May's Government included former transport secretary Patrick McLoughlin as Conservative Party chairman and Chancellor of the Duchy of Lancaster.
Sacked ministers put a brave face on their departures in public statements.
Michael Gove said that being a cabinet minister for six years had been "an enormous privilege" and wished the new Government the "best of luck", while John Whittingdale wished his successor "every success".
Morgan said she was "disappointed" not to be continuing as education secretary and minister for women and equalities.