I didnt use bedliner (its very heavy) , but painted with a good anti rust paint ,all black, then covered with grey spatter paint , 3 coats of clear....I also , used duct tape to cover up the open slots along the fenders (leaving open at top of fenders ,to breathe)as I found lots , and LOTS of junk down there before I repaired the rusted quarters...,butter knives, tools, old brake hoses, you name it ,was found there plus about 3 -4 cups of sand ,which retains moisture and rusts the quarters from the inside....I painted over this duct tape so its not much visible...yes, its "non original", but in my opinion an 'up grade', see pics