Beautiful, soft, thick quilting, quality zipper, and plenty of space and pockets. There are two sections, each with a zipper. The top section has slots to hold makeup brushes or tube-like makeup, plus a zipper pocket. There is a vinyl flap to cover the brush end of your makeup brushes. The bottom (main compartmemt) has one zipper pocket and three mesh pockets, plus the main section to hold toiletries. Perfect for home or travel