Most waterproof mattress pads don't make noise from flexing, but because the slippery plastic underneath the layer slides onto the mattress below. This pad's three-layer construction creates enough friction to keep it in place, making it much quieter. It's not perfect when you turn around, but it's way better than others I've tried. I haven't tested it for waterproofing yet, but it was important to me that it advertises protection on all five sides and has good stitching.
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