First layer is X-Static , then from there it really depends on how cold it is. What's nice about the ASAT 3D leafy suit is that it is stretchy and will fit over larger garments. Last year I put it over a plain-jane coat w/ thinsulate, waterproof, etc. Worked okay, but the coat made a bit too much noise. This year, I am getting a heavy wool coat...doesn't get much quieter than wool.