WITHOUT upholstery. Because of the way the sides are sewn, the sides are actually significantly more comfortable than the bottom. It comes folded and still looks flat after a few days. I put some duvets in as pillows but the bed is still quite square, at least the sides with duvets stay inside. If I had to flip the sides to create the "tunnel look" that the designer shows in the listing photos, the sides would just flip over. Which honestly wouldn't bother my cat if she was already inside. But with these pages, she'll never be able to climb in. The material feels like soft steel wool. It's not glamorous at all. The advantage is that it is durable and will not be damaged by scratches. The downside is that it doesn't even look comfortable. Finally, we use it with blankets stuffed into it. Because we raise kittens and this is the right size for all 4 kittens. But I would never spend money on that. A box of blankets below would be fine.
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