I have a pillowtop mattress that is about 7 years old. My boyfriends bed is super comfortable, so I wanted to make mine a bit softer, too. I tried a 2" memory foam and that made it too soft. This cover is just perfect. It has more cushioning than I thought it would. Now it feels like I'm cuddled into bed without it being overly soft. Great solution for pillowtop beds!