Very soft, no plastic at all. Feels like fabric on all sides and is strong, doesn't feel like it will tear when you place it on a mattress or box spring (we ordered 2 for fear of bed bugs). breathes well, doesn't make my baby sweat or feel hot and is definitely very waterproof. After two accidents I took it out of bed and the mattress underneath didn't even smell or be damp. It can be washed and dried and has been great both times. We have them for all our beds and box springs.
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