Abstract: A pillow-tote bag (A) is illustrated for use at the lake or beach for carrying accessory devices and for providing a face and head rest for a person either in a prone or a supine position. The bag device (A) includes a pillow panel (10) and a pocket panel (12). The pillow panel (10) advantageously includes a bifurcated pillow (B) having a first pillow cushion (20) and a second pillow cushion (22). The pillow cushions are bifurcated for access to an air mask (36) so that a person may breathe comfortably in a supine position. The bifurcated pillows may be joined together and the air mask closed to provide a cradle (48) and unitary pillows for supporting the head when a person is lying in a supine position. A spine member (16) maintains the bag device in a non-sagging configuration when used as a tote. Pockets (60) carried in the pocket panel (12) are maintained in a straight configuration due to the non-sagging configuration of the bag.