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I decided to go with the upholstery fabric for the bag and the peach and coral cotton for the lining. I couldn't get a great shot of the interior (i.e. one that wasn't dark), but I made little compartments in the lining for pens and techno-gadgets. The overall dimensions are approximately 8 1/2 x 11 1/4, and it's about 4 1/4 inches deep. Oh yeah, the cotton waving for the handles is the best stuff. Forgive me for gushing, but I have never used cotton waving before this project. I so love it for making bag handles. I'm planning on making a couple more bags, so stay tuned.