Cargo Cutie Modern Mom Diaper Bag includes 2 fully lined outer pocket, 8 gusseted inner pockets, 2 zipper pockets, cell phone pocket, key snap, removable mirror, and credit card slots. The inner lining is a high grade water resistant nylon with multi color polka dot print pattern. The outer material is a buttery soft pvc that is also water resistant. The bag comes with a large double sided waterproof changing mat .Reinforced handles and metal bottom feet on bag.