This thing is awesome! I really like the quality and weight of the canvas. There are tons of little pockets for great organization. The photographs don't really show, but on the inside of the large upper compartment there are 3 pen holding pockets and 2 pockets wach with a holding strap for things like cellphones or a GPS. I absolutely love this bag, for travel this makes a perfect personal item camera bag that is versitle while still having enough room for camera equipment. This bag has enough room in the camera compartment for a camera body, a longer lense like a 70-200, and 2-3 other shorter length lenses! The padding inside the camera section is modular but there are not too many configurations because the walls have strips of Velcro material instead of the walls being made of the soft hook and loop material. The outer material doesnt seem to be water resistant and however a rain cover can be purchased through the Manfrotto website. I am very impressed and I know I will get many many years of use out of this bag!