Heavy duty nylon. Has an professionally altered sissy bar sleeve for my Suzuki intruder and the original sleeve . 4 zippered side pockets. Accessory bag (zippered) for sleeping bag or carry bag. Mesh accessory tie down to secure the accessory bag to the top of the main bag. Several straps with quick connect nylon fasteners to secure the bag to your bike and is a backpack feature. When filled it creates a very comfortable back support for the rider.