Well first time around.. I didn't bother to remove the old headliner and the suede I used that time around had a thick foam already attached to it so it made it extra thick. Wasn't a big deal at the time but you could feel the difference in the interiors temperature. I junked that headliner and grabbed another from the JY. Took my time remove the old headliner and then used some faux suede that didn't have much foaming on the back.