When I took this pad out of the package, I was surprised by the feel of it. I guess I should have known going in that a cotton BLEND wouldn't have the same soft feel as pure cotton, but I was surprised by just how stiff it felt. Oddly, the waterproof side intended to go towards the mattress was softer than the padded side intended to go facing up. It definitely had a plumper fill to it than some other pads, but I wasn't looking for that.It may be that some of the stiffness would have come out after washing, but I decided not to risk it and returned it immediately.