First of all please note that this is a very small bag. It holds my glasses (with case), wallet, premium earbuds in a case, iPhone 4S, miscellaneous small items and that's about it. Usually a bag this small would have girlie written all over it - not this one. The quality is what you would expect from Tumi i.e. impeccable. The zippered outer compartment can hold a pair of glasses or a smartphone. The flap covers the main compartment and an open front compartment with one cc pocket and two pen slots.  The small flap is not at all intrusive unlike most bags designed for men.  There is an open compartment st the back with one interior pocket big enough to hold a 4S in a Speck case.