This little piece of luggage is a power house. I was tired of lugging a large shoulder bag to carry my laptop and other little things onboard an aircraft. Every little pocket, zipper pouch and side pockets are designed perfectly and I tried them all out on my last flight. The main section is big enough for 13' laptop and files, more junk like makeup bag, shoes, a shirt or two. It opens up in a large way so that you can cram everything you need in there easily and see easily inside. Love the front two zipper compartments because you can put your flight passes inside and misc paperwork and the fact that the pockets are not sewed so tightly that you can't get your fingers in to them. Love the extra pouch compartments inside the pockets, helps keep everything organized. On one flight I put it under the seat in front of me with no problem and had it full with all my stuff plus some christmas gifts I picked up. It was very easy to reach inside the pockets to get things out. Also on my 2nd flight I had to put it in the overhead bin because I was sitting at the bulk head on the plane. No problem there either. The wheels work fine and the handle is plenty high enough to accomadate just about anyone. Fabric is nice, I chose the black with bright pink interior and although I'm not a pink fan, it really does help you see everything you have down in that bag. It does not fall over when you let go of it and I did have a water bottle on the side pocket as well. Believe me guys, I'm a ex-flight attendant here and I know luggage and traveling. This is my new favorite and I will be using it until it dies. And let me say that yes, you could use this for everything you need for one night away without bringing a larger suitcase. Quality of materials is great and the construction too.