This fits my queen size bed beautifully, it does not shift. It is comfortable but not pillowtop like, you don't sink into it. It has made my mattress look more like the newer mattresses and the bed sheets fit better. If you are not ready to give up your bed and buy a new set, try this as an alternative. The memory foam is very supportive and does not flatten. This is a two part system, first you put the 3.5" memory foam over your mattress and then cover that with the quilted mattress pad.