Item isn't all cotton, nor mostly cotton with spandex, it's mostly or all cotton cups and the back and edging is all nylon, and personally I don't care for so much nylon in my bras- they itch me. The sizing seems off, as many reviewers stated but I took a chance and didn't order a size in in band or cups and should have, it's very snug which gets uncomfortable after awhile and certainly creates much cleavage. Also I really only like the color nude in bras but this bra didn't offer that option. I may consider ordering again, in a larger size.