I layer it on my bed. I take the bedding off down to the fitted sheet then lay the backing and smooth it out good, then add the batting and carefully smooth it then add the top and do the same. WHen I'm sure it is all nice and smooth I slip my really large cutting matt under the middle smooth a little more and start pinning, move the matt as needed and continue. It works out great and have had no problem with folds plus it saves my back and knees.