Water-resistant, wax-coated cotton with simple, modern looks.Hide-away handles.Can fit a 15 laptop in both side pockets.Lower compartment to fit flip flops or shoes.Large compartment opens from the top to store your lunch, change of clothes, etc..Two hidden internal pockets with two additional side pockets.Tethered rain cover.Uses the Bontrager Interchange System to easily attach to a commuter rear rack.