Well, sometimes, things just don't work out as you planned, and that can good. As I have previously posted, I bought a Zero-shock III for my 15" MBP and hope to fit it 17" Incase Nylon Backpack. Uh....no. I could barely get it in halfway before I started wondering how I would get it out. Your set up should protect your stuff, allow easy unfettered access, and not be a big deal while you are doing it. It just so happened that there were a lot of threads on everything from Chrome, TB2, to everything else a week or so ago. ANYWAY, live in a city where there are very few venders who carrry TB2. Long story longer (the best kind), the wife and I visit Chicago and go to the Music Box Theatre to see a movie and the biker who sat next to us had a TB2. After a friendly conversation and great review, we find out that the shop with the best selection in Chicago, Uncle Dandy's, is half a block away! BOOM......20 minutes later I am walking out with a bag that fits my baby snugly, but with no threat of zipper scratches. It is padded THICKLY on each side with a soft corduroy pouch and velcro strap that keeps it in place. Now here is the kicker: the zippper/access to the laptop is in the back OUTSIDE the main flap. This is cool cause it doesn't scream laptop bag STEAL ME, I have plenty of room for books, phone, wallet, keys, etc, and it comes with a big zippered pocket that is perfect for cords of any and all kinds, throw in headphones, WD ext HD, and there is still room. The MAIN pocket is huge and could easily fit two law books (not a lawyer, just using as a reference.) Oh, and the bag does not LOOK huge. It's well constructed and strong as hell, protects my investment, and lets me carry all my stuff effortlessly and with style. Btw, my MBP 15" felt too jiggly in the Incase BP. Furthermore, while the ZS-III offers excellent protection, the fit could be more snug and still not come close to zipper damage. The laptop compartment fits my MBP "perfectly". PERFECTLY. How often does that happen?