This bag is exactly what I need for an overnight or all-the-time carryall.  Soft, sturdy leather, outside zip pocket on one side, outside velcro pocket on the other side.  Outside cell phone pocket (too small for a water bottle), inside zipper pocket and key ring clip, 4 other inside pockets built into the sides but with no velcro or zipper, a pen pocket and what could be a small water bottle pocket.  I like that it is not a backpack, has one adjustable strap and the outside zip pocket has 2 zippers so it can sip up or down and all pockets inside and out have a silver lining. Big enough to pack 1 change of clothes (including shoes) or a large purse replacement for more rugged terrain.  They also make a less expensive bag with sturdy, heavy rip-stop nylon/canvas  Best of all, it's MADE IN THE USA in Kingstown NY.