I ordered this set because I fell in love with the floral pattern and colors. I needed something cute and modern for my room, and I thought this was perfect. However, when it came, I was really let down. The upward facing side is cotton, but the thread count is really low. There is stitching coming out in some places, and mine had a random brown stain right in the middle of the cream color. The underside is some cotton/polyester mix. The pillows were pretty, but lumpy and also had a really low thread count. I had read about the thread counts, so I was already expecting it to be not so great. I guess I just liked the pattern so much that I was hoping it would be comfortable. Of course, every one has an opinion and these things may not bother someone else. I was used to sleeping with a very soft, 300+ thread count comforter, so I just couldn't deal with something itchy and hot. Other than that, the colors were accurate and the pattern looked great in my room. I exchanged it for a down comforter in a dark red color, also from Overstock.