A mask system (210) comprises a cushion and headgear module including a one piece construction having an outer fabric layer (231) and an inner cushioning layer (232) encapsulated within the outer fabric layer, the cushion and headgear module including a cushion region (230) adapted to define a breathing chamber and form a seal with the patient's face and a headgear region (240) including straps (242, 244) adapted to maintain the cushion region in position on the patient's face in use, wherein the outer fabric layer and the inner cushioning layer in the cushion region are positioned in use about or around the patient's airways.