The description states, "100% Waterproof backing that is noiseless and contains no vinyl will not change feel of mattress." I'm not sure what was on the other side, but it felt like plastic and made it feel like a crunchy child's mattress. The terry cloth layer was a very thin layer that did not cover up the plastic feeling from beneath it. Sending this one back. Going to a big box store so I can actually feel the product before buying it. 

Pros: None. 
Cons: Can feel the plastic layer.