Abstract: A pocket system that integrates a bag and apparel, including a fabric storage compartment when in use as a bag, and a bag component storage compartment when in use as apparel, with a continuous compartment for storing items while as a bag, apparel and through conversion from bag to apparel and vice versa. When in a bag embodiment, the fabric of the apparel is drawn out of the fabric storage compartment, inverting said compartment, forming a new compartment into which the bag components are drawn and stored. When in apparel mode, the process is reversed to complete the transformation, i.e. the bag components are removed from the storage pocket, drawing the apparel material into the newly formed pocket.