A composite carpet cushion incorporating a film layer, a foam layer and a fiber layer and a process of forming the composite carpet cushion. The film layer of the composite carpet cushion is a polyethylene film having a lateral dimension in the range of about 0.4 to 3 millimeters. The foam layer is urethane in an amount ranging from about 20 to 90 grams per square foot of the composite carpet cushion. The fiber layer is comprised of natural or synthetic fibers or a combination thereof having a lateral dimension in the range of about 1/16 to 7/16 inches. The process of forming a composite carpet cushion comprises applying an uncured urethane foam mixture uniformly on a polyethylene film layer. The combination foam and film layer is applied to a fiber layer which is proximate the foam layer. The composite layers are moved through a heated press which compresses the layers and causes the foam layer to react and cure to form a bond with the fiber layer and the film layer.