Just received this in the mail today. I am very pleased with the quality of this bag. The exterior is a super soft but thick sturdy canvas, reinforced with good quality pliable leather. The lining is a nice colorful houndstooth (apparently C&B's signature pattern). There is one exterior flat pocket between the strap reinforcements on the front of the bag. The inside of the bag is undivided, but has a large flat zippered pocket along the back wall along small organizer pockets for pens, cell phone, and cards. Plenty of room for everything I need for a short trip, and just the right size to use as carry on luggage (as long as you don't over stuff it). I would definitely recommend this bag to a friend.