Did you see this small tote bag a few posts back? It's a mod for the Grocery Bag sewing pattern and here's another made using this same basic idea, but this time it's the medium size from the pattern.
The floral print fabric is from the Hello Gorgeous collection (Riley Blake) and the blue fabric is a medium weight dark denim. This denim is a little heavier than some of the other denims I've used in the past. It's also quite a bit heavier than the quilting cotton, so the floral fabric is backed by muslin to help build it up to a similar weight and body as the denim.
The lining fabric is also backed by muslin, which helps the denim not show through the light pink polka dot print and also adds more weight to the bag.
The third difference is the handles were attached on each side of the bag 3" from the side seams (instead of being centered over the side seams).