A process for forming a nonwoven composite begins with forming a first nonwoven from a plurality of primary fibers and optionally binder fibers. A second nonwoven layer is formed from a plurality of bulking fibers and binder fibers. A thermoplastic elastomeric film is placed between the two nonwoven layers, the film containing a thermoplastic elastomeric polymer having an elongation at break greater than 300% and a max softening point (thermomechanical analysis end point) between 150° C. and 200° C. as tested according to ASTM E2347-04. The layers are needled together creating a plurality of holes in the thermoplastic elastomeric layer and moving a portion of the primary fibers from the first nonwoven layer into the second nonwoven layer. The needled stacked layers are heated to alter the median size of the holes in the thermoplastic elastomeric film forming the nonwoven composite.