I purchased this cover to go over a 2 inch memory foam mattress topper, to protect the topper (also purchased from Wayfair). It fits well enough, and although definitely plastic-y, it is not noisy. I can't attest to it being waterproof, as we just put it on today, but the part that fits down over the sides is easy to work with, and the elastic is good. Shipping was quick, and the product was nicely packaged.