I got this bag in lilac and before it arrived I felt so guilty for spending that much on a diaper bag. Well, now that its here, I don't feel guilty anymore. I feel like a super star. It is lovely to look at and to the touch. It has great compartments for organization not just a bunch of pockets in a big tote. Even the lining is beautiful. It has a zip compartment for just diaper changes which contains a changing pad (washable) and a dirty duds bag that attaches with magnets. The mommy compartment has enough room for the things I carry in a reg purse plus has a cell phone pocket and key clip and closes with a magnet. The big compartment zips and has several pockets including 2 bottle pockets and one zip pocket. One thing I was really impressed with is that the pockets are gusseted so they expand. The outside bottle pockets are roomy enough for a water bottle or baby bottle and you can easily put it in and take it out. My old bag only held skinny bottles. If i could afford it, I would get one for all my pregnant friends. It is a great bag and will last me for many years. LaShawn about Amy Michelle