Abstract: The present invention relates to a shoe-cover system. The shoe-cover system includes a flexible shoe cover sized to substantially envelope an outside shoe and a cushion member disposed within, and along a bottom aspect of, the shoe cover. The cushion member is sized to receive the outside shoe. The shoe cover secures the cushion member to the outside shoe and the cushion member is isolated from contaminants by the shoe cover. The cushion member reduces discomfort in a wearer's feet.