Before this I had the Ortlieb Ultimate5 Plus, which I was never happy with. Things rattled in it due to the hard plastic piece that fit along the bottom and up the sides, so a cloth was necessary to keep things quiet, and the lid was difficult to get closed properly. I also didn't like the bulbous top, making it ride rather tall and look somewhat overwhelming. Enter the Ultimate 6 Pro-M. This bag has fixed everything I didn't like about the other bag. It opens easily with one hand and closes even easier with a satisfying snick. The inside is not hard plastic, but the same rubberized material that makes up their panniers, and things ride quietly, with or without the dividers installed. The front and two sides are rigid, while the back is soft---presumab-ly to allow for your bikes cabling to not rattle against it or for the case to push on them overmuch. The look of the bag is sharp as well, and it doesn't ride as high as the other, making it seem smaller even though it's just as large inside. I was expecting to have trouble getting my phone in the top compartment, but it's a slim Moto X2, and it fits fine without a case (I do slip it out of the minimalist silicone cover I keep on the phone because it slides in and out easier that way). Note: there is a piece of foam that comes installed in that compartment that I took out thinking it was packaging---it'-s not. I had to put it back in so that my phone didn't have slack under the window, preventing me from operating the phone correctly. Furthermore, the closing of the lid is unaffected by running USB cables under it into the bag, which I am doing since I didn't want to fork out extra for the ProE version. Another note: The handlebar mount is notably lighter than the prior version I had with the Ultimate5 bag. It also comes with an adjustable strap for carrying, which I can see being quite convenient when you need to leave your bike somewhere. Just attach the strap, remove the bag from the quick connect, sling it over your shoulder and go with a bag that isn't at all unattractive. All in all, this bag is an absolute pleasure to use. I highly recommend it.