Love it!! The pad itself is 2" but it comes with a fairly heavy, well-made, quilted cover that fits over the memory foam topper and your regular mattress like a fitted sheet. It still doesn't total 3.5" thickness with the pad and cover combined. Feels great though! I had a pillow top mattress to begin with and would wake up with a sore back most mornings, but not since using this. I've been using it for about two weeks and it's been awesome. I thought I'd give it some time before writing a review in case the lack of soreness in the morning was just a fluke, but after a couple of weeks I can say that this memory foam pad has helped a lot. I sleep more soundly and toss and turn a lot less since using it. 4 stars because I was expecting it to be thicker.