Abstract: A lightweight and flexible protective equipment system for effectively protecting a person from injury without significantly limiting their body movement or causing fatigue. The lightweight and flexible protective equipment system generally includes a plurality of compartments filled with a gas. The compartments are formed utilizing a first membrane attached to a second membrane at selected sealed portions along with a sealed perimeter. The first membrane and the second membrane are comprised of a plastic material capable of incurring significant impacts without rupturing. The protective padding may be covered by a shield to protect the exterior portion of the protective padding. The protective padding may be worn externally, internally or within the clothing of an individual to protect specific portions of the individual's body.