This mattress protector is very soft on one side while being completely waterproof on the other.  The terry cloth helps fitted sheets stay in place which is nice.  The only downside, albeit minor, is the elastic isn't very stretchy.  In fact, is seems a bit stretched out.  This means it'll fit easily over thick mattresses, but my daughter's is a foam mattress and isn't very thick so it slides around a bit.  However, otherwise fits well, it serves the purpose, and the price is right!