I bought this for a recent trip to replace my old standard pannier/handling bag. I was amazed at how much I could fit in the bag, yet it was small enough for carry-on luggage. I went on a 7 day trip and got all my clothes and a second pair of shoes in one bag. The ratchet straps on the sides really helped. The entire bag is made from waterproof fabric with waterproof lining in the main compartments. The ability to attach the backpack straps to the cover on the plane was very convenient. I also liked the style of the bag as it feels more durable than a standard pannier and can be used in more situations like camping, fishing, day trips and everyday carrying of my laptop and work essentials. I highly recommend this bag.