I used this the first time at jazz fest in New Orleans when I realized it it not in the least water resistant. The top handle has come almost off after 3 or 4 trips. That being said, it is good to take as a spare bag to bring back souvenirs or as a day pack when traveling to place a lightweight jacket, tour book and small camera in. It is totally soft so it does work as a pillow with a seated or fleece inside it. Overall Ok as an inexpensive backpack.