The side that lies against your skin is (potentially) very soft and breathable and when not using it as a fanny pack it lays very flat under your clothing . I actually wear mine under my pants and you really don't notice. The closure is on the inside so it won't rub or dig into your skin, which is handy when you're sitting. The passport and credit card holders come in handy, so if you have big hands this could be a problem.
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