I really had fun making this one. There are two heart shaped pin cushions and 4 clear see thru pockets on the inside for small scissors, pks of spare needles, etc and plenty of room for a few spools of thread. I was needing something I could leave in the living room when I was doing hand work and watching TV in the evenings. I really like how it turned out so I am making it my June $2.99 "TUTE" I hope you lke it :)