Just as described, this protector is a very thin terry cloth, with a waterproof lining inside. I have seen other and more costly waterproof liners that make it feel like you are sleeping on a plastic bag, but that is not the case with this protector. The queen-size cover has a snug fit with my queen-size down pillows, and even reinforces the loftiness of the pillow. I am very satisfied with the product and would order it again.