Abstract: A sole having a top surface a bottom surface and a lip extending about the perimeter of the top surface and a shoe upper having a lower edge generally configured to conform with the configuration of the lip are provided. The upper is fit, right side in, about the sole such that the upper circumscribes the lip of the sole. Then the upper is secured to the outer wall of the lip. The inner wall of the lip is folded inwardly and attached to the top surface of the sole. The upper is progressively pulled over the sole so that the upper is right side out.