Waterproof vinyl knit barrier on the underside, twill quilted fabric on the upper side. For use as incontinence bed or chair pads, reusable pet pads, great for dogs, cats, and bunny. Wings fold back to tuck and create neat smooth side seam and is a very useful feature to keep the pad where it needs to be even if you are wrapping around a pet bed or a twin bed or a wheelchair or couch cushions.