We recently bought a latex pillow top mattress and wanted to protect the bamboo quilted pillow top and mattress with a waterproof cover. Since my pillow top is very plush, I did not need a quilted waterproof cover, just a nice cover to protect my mattress. Several waterproof covers on the market are treated with a ProGuard stain protection in the terry cloth material, while the Protect-A-Bed uses a miracle membrane which is slippery on top of my bamboo quilted pillow top mattress. The cotton terry cloth finish is also very slippery and over all this is a very thin mattress cover. Since my mattress is 13 inches thick, the nylon sides of the mattress cover with elastic all around the edges does fit and go under my thick mattress, but I really don't like the nylon on the sides of this cover. I would rather have a cotton finish. I bought this because the reviews were really good and many people said that you would not hear any "crunchy" sound. I washed the cover before using and put it on my mattress and noticed that it slips all around on top of my pillow top mattress. I thought that after I put on my 100% Egyptian Cotton Sateen fitted sheet over the pad that it would not slip, but it does due to the slippery feeling of the cotton terry cloth finish. After sleeping on the bed one night with this mattress cover on, my fitted sheet slips back and forth and we both noticed as we were sleeping in the bed that we could feel the sheet slip and hear a "crunchy" noise. Since I want to protect our new mattress, I am leaving on the Protect-A-Bed cover but I have added another fitted quilted cotton mattress cover on top of the waterproof cover. Now the fitted sheet is not slipping, and we don't hear a "crunchy" sound every time we turn over on our mattress. Since I did not see this item before purchasing, I am stuck with this cover and because it is so thin and slips on my mattress I would not recommend this item. If I had to buy a waterproof cover again, I would prefer a quilted cover made with cotton and a stain protection finish instead of the slippery membrane that is under this terry cotton cover. I would look and feel any mattress cover before buying one again to see how slippery it would be on a quilted mattress.