I can't believe this sofa was as inexpensive as it was! The cushions are really high quality foam wrapped in down. The back cushions are also down, and it came with 2 down toss pillows that are really good sized, 20" if I had to guess. The frame is sturdy and SO HEAVY! The slipcover is lined in white, as others have noted, but I don't find it to be loose or sloppy looking at all. I ordered the gray, and it is a beautiful charcoal color, with a little brown in it. I only say that, because if you are looking for a "blue-gray" this is really a very neutral gray, not blue-ish. The fabric is very nice and thick. So very happy with this purchase! I would compare it to a Restoration Hardware sofa, honestly.