Abstract: A system of semi-flexible plates arranged and positioned within footwear so as to retain the flexibility associated with the footwear. The system utilizes panels comprised of hybrid carbon composite materials that have been specifically formed and cut to fit various components within the shoe. These semi-flexible panels are configured with apertures to receive placement stitching to retain the panels in a particular location within the construction of the shoe. Various layers of padding are provided to insulate the feet from the panels and from the external surfaces of the shoe. Plates and panels are uniquely positioned in the heel region and on the sides of the shoe or boot. The system provides inter-leaved rib plates extending from either side of the shoe up over the split tongue of the shoe providing flexible protection to both the sides and the top of the wearer's foot.