Measure out 2 pieces of fabric, they should look like this when folded.

It should look like this when layed out.

Fold down the opposite sides of the fabric pin and sew. You should only be doing this to only 2 sides of each fabric. They will become the tops of the bag, and the tops of the pockets.

Center the smaller fabric in the middle of the larger fabric pin.

Sew down the middle

Now to make the handles. Cut fabric 4 inches wide. And as long as you want it. Make sure it will fit the bag. Pin down on each side a half of an inch. You can make them smaller or wider if you wish, but this was a good size for me.

Fold the handle together so that the outside is showing. Take the pins that you used to pin the half inch down out, and use it to pin the side you just folded together. Sew.

Now you will arange the handles to wear the meet in the middle of the bag. Pin and repeat with other handle

it should look like this.

Now flip the back inside out, pin the sides and sew up. Turn the bag right sides out again, and sew the handles on to the bag. I recommend starting inthe middle and working your way around.

I forgot to take a pic. But you also want to sew some gussets.

Your done! If you sew better than me than you should have a fabulous bag!!