Gently used, great condition (see pics for exact condition, a few minor stains on the inside). Two top handles, two separate zipper pockets. One zippered section has slip pockets on one side for storing brushes with a little fabric covering while that same pocket has more slip pockets on the other side fir lip sticks, etc. The other zippered section is bigger and can hold all sorts of makeup and has two larger slip pockets on one side and a large mesh pocket on the other side. Super cute vintage Hello Kitty print (light pink kitties) on a black background. Super cute but also very practical and will help keep all your makeup organized!