The patented design is built similar to a traditional pillow, in that the high-density memory foam acts as the cushioning, a water repellent taslin fabric covers the pillow protecting it from accidents, and the two are then slipped into the outer cover.  The center piece of the Plush Pad® covers the memory foam pillow (which is where most of your baby’s body will rest) with a fold on either side that together acts as an extended barrier for your baby’s arms and legs.  When you are finished with each changing, you simply snap the folds together, roll it up, and secure it with the woven elastic loops.