Great roomy bag - just know that you are getting a factory-distressed vintage looking bag from Frye. They started the distressed look for you and it will undoubtedly become more distressed over time. If you don't want it to continue "aging" too quickly, it's a good idea to start conditioning it frequently. Love the feel and slouch of the bag. I wanted a bag that looked casual and "thrown around" and this works great for my lifestyle (casual/edgy, parent). I don't think it's worth the retail but if you can get it with Amazon's occasional promotional code or better yet, their double promos, that would be ideal.