This messenger is great, I use it for my training  classes and I have gotten a few compliments, even from my boss :)  There two diagonal zip pockets under the flap.  A very large main pocket, I could fit: 2" binder, turn-lock wallet, notebook, pencil case (also VB), cell phone and Ipod touch.  I still had room for more.  The back features a zipper pocket the entire length and width.  Which is nice to keep more secure things in.  The shoulder rest is made of cloth and the slider is made of metal.  Over-all great bag.