Great quality leather Fossil bag, when I first got it, it was really dry, had a few scratches and was not in super great shape. But with a few coats of softener it acquired a really rich caramel color and all the scratches faded, I can't even find them. The lining is in really good shape and has one large zipper pocket dividing the bag into three sections. It's about 14 in by 12 in. I'll be sad to see this one go :)