Makes a bit more of a rustling noise than I would like. I bought 2 of these for my children, and I dont think theyll notice or mind, but I dont know that I would want it on my own bed. I have a waterproof mattress protector (different brand) on my bed, and it truly is quiet. For the money, this one is much better than others Ive tried for my kids, so it is overall a great purchase.