diff --git a/README.md b/README.md
index 022fcea..bcc4bb4 100644
--- a/README.md
+++ b/README.md
@@ -4,71 +4,49 @@
 
 [![Build Status](https://travis-ci.org/spf13/afero.svg)](https://travis-ci.org/spf13/afero) [![GoDoc](https://godoc.org/github.com/spf13/afero?status.svg)](https://godoc.org/github.com/spf13/afero)
 
-## Overview
+# Overview
 
-Package Afero provides types and methods for interacting with the filesystem,
-as an abstraction layer.
+Afero is an filesystem framework providing a simple, uniform and universal API
+interacting with any filesystem, as an abstraction layer providing interfaces,
+types and methods. Afero has an exceptionally clean interface and simple design
+without needless constructors or initialization methods.
 
-It provides a few implementations that are largely interoperable. One that
-uses the operating system filesystem, one that uses memory to store files
-(cross platform) and an interface that should be implemented if you want to
-provide your own filesystem.
+Afero is also a library providing a base set of interoperable backend
+filesystems that make it easy to work with afero while retaining all the power
+and benefit of the os and ioutil packages.
 
-It is suitable for use in a any situation where you would consider using
-the OS package as it provides an additional abstraction that makes it
-easy to use a memory backed file system during testing. It also adds
-support for the http filesystem for full interoperability.
+Afero provides significant improvements over using the os package alone, most
+notably the ability to create mock and testing filesystems without relying on the disk.
 
-Afero has an exceptionally clean interface and simple design without needless
-constructors or initialization methods.
-
-## The name
-
-Initially this project was called fs. Unfortunately as I used it, the
-name proved confusing, there were too many fs’. In looking for
-alternatives I looked up the word 'abstract' in a variety of different
-languages. Afero is the Greek word for abstract and it seemed to be a
-fitting name for the project. It also means ‘to do’ or ‘thing’ in
-Esperanto which is also fitting.
-
-## Interface
-
-Afero simply takes the interfaces already defined throughout the standard
-library and unifies them into a pair of interfaces that satisfy all
-known uses. One interface for a file and one for a filesystem.
-
-## Filesystems
-
-Afero additionally comes with a few filesystems and file implementations
-ready to use.
-
-### OsFs
-
-The first is simply a wrapper around the native OS calls. This makes it
-very easy to use as all of the calls are the same as the existing OS
-calls. It also makes it trivial to have your code use the OS during
-operation and a mock filesystem during testing or as needed.
-
-### MemMapFs
-
-Afero also provides a fully atomic memory backed filesystem perfect for use in
-mocking and to speed up unnecessary disk io when persistence isn’t
-necessary. It is fully concurrent and will work within go routines
-safely.
-
-#### InMemoryFile
-
-As part of MemMapFs, Afero also provides an atomic, fully concurrent memory
-backed file implementation. This can be used in other memory backed file
-systems with ease. Plans are to add a radix tree memory stored file
-system using InMemoryFile. 
-
-## Usage
+It is suitable for use in a any situation where you would consider using the OS
+package as it provides an additional abstraction that makes it easy to use a
+memory backed file system during testing. It also adds support for the http
+filesystem for full interoperability.
 
 
-### Installing
-Using Afero is easy. First use go get to install the latest version
-of the library.
+## Afero Features
+
+* A single consistent API for accessing a variety of filesystems
+* Interoperation between a variety of file system types
+* A set of interfaces to encourage and enforce interoperability between backends
+* An atomic cross platform memory backed file system
+* Support for compositional file systems by joining various different file systems (see httpFs)
+
+
+# Using Afero
+
+Afero is easy to use and easier to adopt.
+
+A few different ways you could use Afero:
+
+* Use the interfaces alone to define you own file system.
+* Wrap for the OS packages.
+* Define different filesystems for different parts of your application.
+* Use Afero for mock filesystems while testing
+
+## Step 1: Install Afero
+
+First use go get to install the latest version of the library.
 
     $ go get github.com/spf13/afero
 
@@ -76,13 +54,8 @@
 
     import "github.com/spf13/afero"
 
-## Using Afero
 
-There are a few different ways to use Afero. You could use the
-interfaces alone to define you own file system. You could use it as a
-wrapper for the OS packages. You could use it to define different
-filesystems for different parts of your application. Here we will
-demonstrate a basic usage.
+## Step 2: Declare a backend
 
 First define a package variable and set it to a pointer to a filesystem.
 
@@ -97,8 +70,21 @@
 OsFs it will still use the same underlying filesystem but will reduce
 the ability to drop in other filesystems as desired.
 
-Then throughout your functions and methods use the methods familiar
-already from the OS package.
+## Step 3: Use it like you would the OS package
+
+Throughout your application use any function and method like you normally
+would.
+
+So if my application before had:
+
+    os.Open('/tmp/foo')
+
+We would replace it with a call to `AppFs.Open('/tmp/foo')`.
+
+`AppFs` being the variable we defined above.
+
+
+## List of all available functions
 
 File System Methods Available:
 
@@ -131,28 +117,65 @@
 	Sync() : error
 	Truncate(size int64) : error
 	WriteString(s string) : ret int, err error
-       
-
-In our case we would call `AppFs.Open()` as an example because that is how we’ve defined to
-access our filesystem.
 
 In some applications it may make sense to define a new package that
 simply exports the file system variable for easy access from anywhere.
 
+## Using Afero for Testing
 
-### Using a Mock Filesystem for Testing
+There is a large benefit to using a mock filesystem for testing. It has a
+completely blank state every time it is initialized and can be easily
+reproducible regardless of OS. You could create files to your heart’s content
+and the file access would be fast while also saving you from all the annoying
+issues with deleting temporary files, Windows file locking, etc. The MemMapFs
+backend is perfect for testing.
 
-There is a large benefit to using a mock filesystem for testing. It has
-a completely blank state every time it is initialized and can be easily
-reproducible regardless of OS. It is also faster than disk which makes
-the tests run faster. Lastly it doesn’t require any clean up after tests
-are run.
+* Much faster than performing I/O operations on disk
+* Avoid security issues and permissions
+* Far more control. 'rm -rf /' with confidence
+* Test setup is far more easier to do
+* No test cleanup needed
 
 One way to accomplish this is to define a variable as mentioned above.
 In your application this will be set to &afero.OsFs{} during testing you
 can set it to &afero.MemMapFs{}.
 
-### Using with Http
+It wouldn't be uncommon to have each test initialize a blank slate memory
+backend. To do this I would define my `appFS = &afero.OsFs{}` somewhere
+appropriate in my application code. This approach ensures that Tests are order
+independent, with no test relying on the state left by an earlier test.
+
+Then in my tests I would initialize a new MemMapFs for each test:
+
+    func TestExist(t *testing.T) {
+        appFS = &afero.MemMapFs{}
+        // create test files and directories
+        appFS.MkdirAll("src/a", 0755))
+        appFS.WriteFile("src/a/b", []byte("file b"), 0644)
+        appFS.WriteFile("src/c", []byte("file c"), 0644)
+        testExistence("src/c", true, t)
+    }
+
+    func testExistence(name string, e bool, t *testing.T) {
+        _, err := appFS.Stat(name)
+        if os.IsNotExist(err) {
+            if e {
+                t.Errorf("file \"%s\" does not exist.\n", name)
+            }
+        } else if err != nil {
+            panic(err)
+        } else {
+            if !e {
+                t.Errorf("file \"%s\" exists.\n", name)
+            }
+        }
+    }
+
+
+## Using Afero with Http
+
+Afero provides an http compatible backend which can wrap any of the existing
+backends.
 
 The Http package requires a slightly specific version of Open which
 returns an http.File type.
@@ -164,8 +187,54 @@
 	fileserver := http.FileServer(httpFs.Dir(<PATH>)))
     http.Handle("/", fileserver)
 
+# Available Backends
+
+## OsFs
+
+The first is simply a wrapper around the native OS calls. This makes it
+very easy to use as all of the calls are the same as the existing OS
+calls. It also makes it trivial to have your code use the OS during
+operation and a mock filesystem during testing or as needed.
+
+## MemMapFs
+
+Afero also provides a fully atomic memory backed filesystem perfect for use in
+mocking and to speed up unnecessary disk io when persistence isn’t
+necessary. It is fully concurrent and will work within go routines
+safely.
+
+### InMemoryFile
+
+As part of MemMapFs, Afero also provides an atomic, fully concurrent memory
+backed file implementation. This can be used in other memory backed file
+systems with ease. Plans are to add a radix tree memory stored file
+system using InMemoryFile.
+
+## Desired/possible backends
+
+The following is a short list of possible backends we hope someone will
+implement:
+
+* SSH/SCP
+* ZIP
+* TAR
+* S3
+* Mem buffering to disk/network
+* BasePath (where all paths are relative to a fixed basepath)
+
+# About the project
+
+## The name
+
+Initially this project was called fs. Unfortunately as I used it, the
+name proved confusing, there were too many fs’. In looking for
+alternatives I looked up the word 'abstract' in a variety of different
+languages. Afero is the Greek word for abstract and it seemed to be a
+fitting name for the project. It also means ‘to do’ or ‘thing’ in
+Esperanto which is also fitting.
 
 ## Release Notes
+
 * **0.9.0** 2015.11.05
   * New Walk function similar to filepath.Walk
   * MemMapFs.OpenFile handles O_CREATE, O_APPEND, O_TRUNC
@@ -198,4 +267,5 @@
 
 ## License
 
-Afero is released under the Apache 2.0 license. See [LICENSE.txt](https://github.com/spf13/afero/blob/master/LICENSE.txt)
+Afero is released under the Apache 2.0 license. See
+[LICENSE.txt](https://github.com/spf13/afero/blob/master/LICENSE.txt)