It is a lot smaller than what I thought it would be. There are no pockets it is just one wide open tiny duffel bag. I am using it for a carry on and you can't fit that much stuff comfortable in it. I do like it as a gym bag or overnight bag. The material seems to be strong and the shoulder pad is nice. I really like the flourish pattern too.  I will be buying the larger duffel bag that matches this with wheels.