I redid it several times so stick with me and my pictures.
First I traced the top on to yellow fabric.
Then I estimated the size I would need for the bottom and sides for the blue fabric.
As you can see I over estimated. :-) We'll deal with that in a few minutes.
Then I took some Pellon and fused it to the blue and the yellow to had a little padding.
Then I took that handy dandy spray glue and sprayed the inside of the lunch box.
I put the blue fabric back in and then trimmed it up as best I could.
I glued some ribbon around the edge. Just to make it pretty. :) I forgot to take a picture of this step. I don't know why.
I decided I needed a couple of pockets. I made one and sewed it to the yellow side since I hand't stuck it on the lunch box.
Since I'd already stuck the blue down I made another pocket. Put some elastic around the top to help hold stuff in it. (Ignore the wet spot on the fabric. I spilled water on it.)
Then I used Modge Podge to glue the pocket onto the blue fabric.
Well what do you think? I can't wait to go somewhere so that I can carry it.