The bag is made from grey waxed canvas (waterproof) exterior and cotton fabric interior that has a brain motif. It’s 9.5”x13”x 4.5” (counts as an under the seat bag for flying!). It has an adjustable strap, magnetic front loop clasp, zippered lined pocket, two front lined pockets, and an interior pocket divided into two larger pockets and three pen holders. There’s also an interior attached swivel hook to hold your keys!