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Cotton flannel fabric shell, containing golden flaxseeds. Once microwaved at a low temperature, the oil contained in the flaxseeds will heat up to produce the most amazing moist heat. If microwaves aren't your thing no worries. Once the pillow is placed against your body, it will absorb your body heat and give it right back to you providing you with hours of warmth. The pillows can be placed on sore/achy muscles. The warming heat can also provide a sense of calm during a stressful day. Made by Someone's Mom in the beautiful state of Montana.