Comfy, satiny smooth, soft, thick quilted fabric layer bests every waterproof mattress cover we've ever used. We also bought the Beautyrest 3-inch Gel Memory Foam Mattress Topper which came with its own separate SOFT waterproof cover. Both covers are quiet and fluid, not crinkly or noisy. Our mattress and new topper are waterproof! We anticipate pure enjoyment while relaxing and sleeping on our new bedding.