I love this bag!!  It is much roomier than it appears and easy to handle from a size and weight standpoint.  I travel with my 5 year old and use this bag to carry my purse, overnight diapers, makeup and a change of clothes for both me and my son including our jackets.  What no other reviewer has mentioned is my favorite part of this bag.....it has a flap on the back that swivels so that you can attach this bag to a larger briggs and reilly bag so that you can roll this and another bag as if they were one.  It's very secure and there is no fuss having to reach for and find an extra strap like you do with most other bags.  Every time I am at baggage claim and someone sees me attach this great little bag to my bigger checked bag they ask me where I got this bag!  Truly worth the money.  I went back and got another one so my son can use this as his carry on.  It's that easy to maneuver that even a child can use it!  Well done, B&R!  Don't change a thing!  It's true what the other reviewer said....if you stuff the outside pockets with anything bulky, you might have a hard time wheeling it down the airplane aisle, but I don't think the side bags were meant to store more than boarding passes, wallets, cell phones, etc.  Shoes are a bit bulky for the side pouches anyway.