This coulda been a great bag except it really isn't as high quality as I was expecting for such a high price (and I got it on sale!!).  The waterproof liner is nice, but as one reviewer pointed out, the flap isn't wide enough to cover the opening, so if it was pouring the bag would take on water inside, FAIL!!!  (Of course I haven't tested that yet, so maybe not).  But the material that the smaller pockets and sundry holder things is pretty crappy, I was expecting much more.  But maybe they work great too, still haven't had a chance to try this because the large size is freakin' enormous.  I don't think I'd ever ride with this thing, it's just way too big, but maybe that's my fault because I didn't check one first hand before ordering.  So, LSS, I think this is a good bag, but if I was doing it again I'd get a medium or maybe a small.  Books and laptop don't fit well in this giant thing.  My advice is check the size at a retailer first before ordering online.

Update 7/24/14, size Medium: super awesome bag! This is just the right size for books (a couple of thinner ones, or a big fat text book) and a laptop at the same time.  The classic messenger bag seems like it has less padding than some other bags, but it's just right if you have a sleeve for your laptop, or are not going to carry a laptop.  My biggest issue in the previous comment was that the bag is so incredibly large, it really is more like XL not L, but it's a good bag, I just use it for clothes and stuff.  But the medium is a great size, fits well on the shoulder and I really like the cam belt thing for adjusting size.  So I think 5 stars for the medium, and 3 stars for the ginormous, so I guess 4 stars overall.  Both bags are really nice looking!!  Hope that helps :-)