Abstract: A bed-bug proof mattress comprises an inner section including filler and springs and a continuous outer layer comprised of (i) a bed bug retardant layer made of light weight interlock knit polyester laminated to a hydrophilic breathable polyurethane film, (ii) a fire retardant layer; (iii) a foam layer, the bed bug retardant layer quilted to the fire retardant layer and to the foam layer and containing a seam. The bed bug retardant layer is integrally joined to the fire retardant layer and to the foam layer by being quilted together during the manufacturing of the mattress. The bed bug retardant layer may be approximately one mil thick. The interlock knit provides few places for dust accumulation and the film may act as a barrier for bed bugs. Although the film may be hydrophilic to increases the user's comfort, it may be without pores or even micropores so that it can act as an effective barrier.