Abstract: A water-resistant boot having a thin, flexible, water-resistant shell which has a lower, body portion that closely surrounds and cradles an athletic shoe. The shell further includes an upper, sleeve portion which closely surrounds the ankle of a user. A water-resistant base is attached to the body portion to engage the sole of the athletic shoe. A retainer is disposed about the lower periphery of the body portion of the shell to force the shell against the athletic shoe to firmly grip the shoe to minimize slippage between the boot and the shoe. The boot further includes one or more elements for securing the sleeve portion about the ankle of the user.