The Premium Cotton Terry Cloth Waterproof Mattress Pad Protector is very soft on the top. It's not bulky or has extra padding on it, so it doesn't interfere with the comfort of your mattress. It has very deep sides on it to be able to fit a deep mattress. It stops dust mites, allergens and liquids from getting into your mattress. It has a plastic backing on it to stop liquids, but it doesn't make noise when you sleep on it. The other mattress pad I had had a plastic backing on it and every time I moved of the bed you could hear it "crinkle and make noise", this mattress pad doesn't make any noise. It has a 10 year warranty with it (haven't had to use it yet as I just put it on my bed about 2 weeks ago).