Damn! Really? I was going to order one. I keep a lot of tools and materials in my bed and was hoping to use the Retrax Pro MX. I assumed it was 98-99% water tight for its price point. I had a tri fold canvas bed cover on my previous Lariat and had no issues and that thing was like $400.Retrax Pro MX as well. Had one on my Gen 2 and it served me well. I like how you can lock it in any position. Definitely not 100% water tight... I'd rate it about 90% water tight.