I didn't appreciate this at first, but now it is my 'go to'. With so many tiny sample tubes acquired via BB subscription and wanting to use as many things as possible, this case is perfect. It has on one side a mesh zip pouch that you can keep your larger items - palettes, eye shadow, blush, etc. on the other side are 2 mesh pockets that you can slide your eye liner, brow pencil, mascara, lip color, primer, concealer into (those get the biggest workout in this case of mine), behind those 2 pockets is one large pocket that you can store your brushes in. The only tip I have is that the side w/ the 2 pockets is the side you want facing up when you unzip this, so on the opposite side I sharpied a 'T' so I'd know always to open it with that opposite side facing up so my brushes and pencils don't go everywhere. This makes it so much easier to reach in and find what I need and I can arrange things in the order I use them rather than having a ton of loose things in a single pouch. I do wish the outside of the case was a wee more structured, I like that it is 'soft' so I can shove it into my work bag or suitcase but if it had maybe structured sides or extra support then the things wouldn't fall out from me over stuffing the case. I had this brilliant idea to get a 2nd one but it is no longer available, darn.