I bought this bag at the Makeup Show when I discovered this brand..I would have never paid $38, but they were having a deal for the show so I got a couple as gifts. When I got home and really had a chance to look at them, I couldn't believe the quality and beautiful detailing. It's actually really nice, so I kept one for myself! Although I never would have wanted to pay so much for a makeup pouch, now I understand why they're special and I have since purchased the other 2 sayings for myself. They really elevate my makeup game and make me happy every time I use them. I love organizing different products in them and keeping one in my purse. Highly recommend!