I saw this dress at my local retailer and passed it the first time. one week later, i stopped by and skimmed through the store and went back to the dress...and decided to try it on. boy oh boy! i grabbed a small and a medium (i usually wear a medium) and the small fit perfectly! the fabric is thick and feels so soft and nice. i love the pockets! worth the splurge and like the other reviewer said- it's not maternity like at all. i plan to wear it with brown boots or brown heels.