I have Motoport pants with the waterproof liner that goes underneath. I agree with the negative comments about rain gear under the pants. It's a pain, on the side of the road, to remove the pants, put on the liners, put the pants back on, then ride. When I've gone through that in group rides, I'm always the last one ready to go. I gave up on the inner liners and bought First Gear rain pants that fit over the Motoport pants. Lots faster, the pants and things in the pockets stay dry, and I'm more inclined to wear the rain gear vs. push it through the rain to avoid the road-side hassle.