its great ! Got a bed that have aloe cover but didn't say it in its description and i have and allergy to it so the wayfair team help me come up with a solution and this cover was it . yes you can hear it a little when you get in and out of bed but you cant tell when you are in it.I didn't get it for the other purpose so i don't know about the waterproofing but everything else meets all my needs.