I bought 2 of these of my girls bunk bed mattresses. They feel thick and not paper like, So I don't expect much noise. The top has a soft layer that was comfortable enough my daughter said not to put her regular sheet back on over. There is a Velcro cover for the zipper which is great for the curious kiddos. I haven't tested the waterproof portion but it feels good like the other ones I've have had. Was very easy to put on as well.
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