thanks for all the warm fuzzies...
thingwraith...for the flap pocket I used a variation of this tutorial:http://www.savvyseams.com/techniques/pipedpocket.php
(savvyseams also has a really great pattern for a "choose your own adventure bag" which is a messenger bag, and even if you don't use her pattern, the step by step is great for making any bag.)
sewpixie also has a tutorial on craftster that has very similar directions, which i plan to try next time i'm in need of such a pocket:http://www.craftster.org/forum/index.php?topic=11808.0
WARNING though: it took me a couple false starts to figure the pocket out...so practice with some scrap fabric till you get the hang of it (unless you're more spacially aware than i am!)