The purse is lined with a spider-man pillow case. The back of the purse is a kid's shirt I bought from the good will, It glows in the dark. the front of the purse is a Nekromantix shirt I altered but no longer wore. The closure for the purse is flawed. An inside flap (made from scraps from the glow in the dark shirt and part of the nekromantix shirt that says "Goulina") fastens from the inside with a button you can see in the front once closed. I'm not sure if you can tell, but there are about one inch panels along the side to give it a tad more room. =]