Breathable fabric nice and soft, but there is only a single thread connecting the fleece (the black facemask part that feels like you could get at walmart) and the microfiber (which is nice and stretchy, good quality). I easily ripped that single thread the first day i had this face mask, so now i just use them as two separate facemasks. I hope they fix this problem in the future. All I ask is they connect the two masks with some more thread! Oh and it does a great job of keeping your WHOLE neck and face warm.