Cut 4 pieces of medium weight fabric 15" x 19" (2 for the outer bag and 2 for the lining) Fold down the top part of the bag fabric and lining 2.5". Iron to make a crease. You can use the short side for the top or the long side. Your choice. I decided to make a shorter wider tote so I folded down the long side. Lay outer bag pieces right sides together (opening the fold). Pin and stitch together down both sides and across the bottom. I use a smaller stitch length (2.0). Use whatever seam allowance you would like but I suggest larger than 1/4". Iron side and bottom seams open. To make the box pleated bottom match seams and lay corner flat. For a 4" bottom to your tote mark a 2" seam. Sew across where you marked. Back stitch at beginning and end of stitching. Lay flat and cut excess, leaving a 1/2" seam. Repeat for other corner. This is what you should have once you turn the bag right side out. Now for the pocket. Cut 2 6.5" squares of the outer bag fabric. Sew right sides together on 3 sides. Clip corners and turn right side out. Turn under open edge and iron. This will be the BOTTOM of your pocket. Measure down 3" from the folded top of your lining. Fold pocket to find middle and match it to the middle of your lining fabric. Pin down and sew down both sides and bottom, sewing pretty close to the edge. Sew lining and make box pleats exactly as you did the outer bag but do not turn right side out. You can make your own handles out of leftover fabric or purchase webbing. JCaroline Creative carries cotton webbing in 1 1/4" and 1 1/2" widths in various colors. I cut my webbing 31" long for this tote. Mark 1.5" on both ends. This helps keep the straps even when pinning in place. Place lining inside of outer bag and pin well. I start by matching the side seams. Measure where you want your handles and insert between lining and outer bag. Keep it even. Pin in place.Sew a scant 1/4" around the top of the bag. Then another 1/4" down from the first to make a double row of stitches. This will help keep the handles in place. Simple, fun, and quick. Enjoy!