A heavy duty, fluid applied, fast-setting, rapid curing elastomeric membrane waterproofing system for applications requiring positive waterproofing. This is a heavy duty, yet easy to install, waterproofing system for use on split slab construction, large roof-top planting areas, base slab waterproofing below the water table and waterproofing requirements under high-traffic mortar bed installations. This membrane system is designed to form an adhesive bond to the substrate in order to prevent lateral water migration between the membrane and structural base slab while at the same time allowing for substrate deflection and hair-line substrate cracking without membrane rupture.