It has pockets,100% cotton. I liked the dress, but I have a medium framed body making me look a bit larger than what I am. I recently did see it on someone as a maternity dress and it looked great on her. I am usually a medium with tops and I was able to wear it a bit snug so if you are a small or xsmall this would be fine for you. If this style of dress looks great on you than you'll definitely like it because it's comfortable, and did I say it has pockets!... Just sayin :-)