The present invention relates to a mask system for delivering pressurized breathable gas to a patient, comprising a chamber forming portion. The chamber forming portion includes a first panel having an opening formed therein and a second panel joined to the first panel The chamber forming portion further includes a seal member formed as part of or coupled to the first panel and adapted to sealingly engage the patient's face and a padding member interconnecting the first panel and the seal member. The first panel and the second panel form a cavity; the seal member is formed of textile and is formed as part of the first panel. The second panel is constructed of formed from silicone; the padding member is configured to compress thereby urging the seal member into conformance with the patient's face and comprises foam.