First off, let me say spacious! This bag is so versatile! You can use it as a diaper bag, tote bag, over night bag, what ever you'd like. I use it as an every day purse! I LOVE a big purse and this is great for me. So many different departments, there are 2 open pockets and one zip pocket on the inside. Three pockets on the outside. This bag carries everything I need.(as you can see how much crap I carry) Its outside seems to be waterproof too, which is a plus for me because I'm always spilling something. I love the butterfly print,(cute flower print on the lining) I have a makeup bag with the exact same butterfly print so that's one reason I order the print that I did in this tote. I love that the long strap is adjustable to your liking, plus it has double handles to just carry on your arm. I don't think I can say enough about this bag, but I'm gonna stop here! I JUST LOVE IT!!