This is an excellent mattress pad @ an excellent price. The cover is 100% cotton, great for sensitive skin. The cover is very thick & helped give a bit of life to our 9 year old mattress. Since it's cotton, it doesn't make any noise & does not itch through the sheets... as my skin cannot tolerate polyester thread. Once we got a new pillow top that also has memory foam, & found that this mattress pad had so much loft, that we sunk into our mattress too much, so we switched to a thinner mattress pad with less loft... and are keeping this one for when our pillow top mattress gets old. ;-) We have a 15" mattress & this pad fit over it no problem. If you have a non-pillow top mattress or an older mattress, this mattress pad is excellent. The elastic sides stretch & cling to the underside of the mattress, so the pad does NOT move at all. Easy to change sheets w/o having to worry about pulling off the mattress pad. Excellent!