This pouch is larger in size so you can fit not only your lipsticks, blushes, pencils but also your makeup tools, sponges and brushes. PLUS it features a durable (and pretty) zipper that is sure to withstand the test of your overflowing essentials. You can never have too much makeup. Made of ultra plush quilted velour Dimensions: 8.5" x 5.5" x 3"