I'd save the pockets - I've seen some cute quilts with the pocket on a block or two. The buttons come in handy if you want a more 'country' feel....putting the buttons in each corner, and using embroidery thread to tie the button on (with the 'tail' on top of the button) is cute. I'd still quilt it first, though. It would be a great way to go for a 'memory' quilt or a quilt for a guy.