I bought this bra online, and removed the tags when I really should have returned it as it is nowhere near the right fit for me. The lining is cotton for comfort, lacey on the outside. The material on the cups is thick enough that poking through isn't a worry. There are pockets inside the cups for push up pads - I took them out, and if I find them I will include them, but I can't promise I'll find them, sorry. I see a lot of bras on here in standard sizes, but us curvy ladies have a hard time finding a good bra! The quality of this item is quite good, and as you can see from the photos it's like new. cute ribbon detailing on the sides. Only two clasps for the closure which I think is weird when we're in the DDD cup size range, but take that up with the manufacturer :-P free shipping
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