I buy this bag specifically to enter my first pro game stadium at Qwest Field in Seattle because of they bag size restriction . it hold everything and more . it hold my Sony alpha 300 with stock lens , telephoto lens , Sony Cybershot , waterproof case for Cybershot , wide angle , extra battery , filter , memory card and my hd camcorder which I leave at the hotel since the stadium do not allow video recording . oh yeah and a microfiber hand towel . I also take it out in Portland during a steady drizzle of rain and my equipment be not even touch . I think the bag do come with a rain cover but it do not - no biggie as I do not intend to carry it out in the rain anyways . it do get a tad heavy if you load it up and I wish it be juuust a bit contoured so when you have it on you hip it do not sit so awkwardly but overall it be a great bag if you intention be to carry all you gear .