Picked this up just about an hour ago. It is a lot different in person that what I took from the internet pictures out there. It has a nylon-like front and back to it and the interior is nice and smooth (fleece-like). It gives me a good idea as to the size of the Xoom (see that paper insert). I will say this, I DONT find that it is worth 39.99. I was on the fence when I was looking at it. The Verizon rep though hooked me up with 10.00 off, so I paid 29.99 which I think is more reasonable. Sorry for the low quality pics, my wife has the digital camera so I used my mobile.