This is not the beanbag of my childhood, it is SO much better!! The cover is a very soft, durable fabric that takes the comfort level up a notch. The filling is not the small styrofoam beads from my childhood bean bags (Which inevitably ended up finding their way out of the bean bag), this bean bag's filling is small chunks of foam that are kind of like a foam mattress topper. This makes for an extremely comfortable beanbag that our kids LOVE, and I love because I'm not going to end up with little styrofoam beads in my house. I love that there is a double zipper as well to keep the filling safely inside. The bean bag quickly became the reading spot of choice in our house! We love it!!