A cushioning pad includes two layers of different material. The pad is for use as a pad to be positioned between a mask and the face of a person when the mask is worn by the user. The materials for the two layers may include a gel material and a cloth material. This construction allows the user to select which layer will contact the user's face during use of the mask. The pad also serves to form a seal between the mask and the face of the user thereby improving the effectiveness of the mask.