Abstract: A brain-protecting helmet lining apparatus and method providing pad liners made of a viscoelastic material which deforms in a time-dependent and nonlinear way, and has a capability of storing strain energy when deformed, while dissipating some energy through hysteresis, where, in use, the viscoelastic material will deform, under slight pressure applied consistently, to closely fit the user's head and prevent unwanted movement of the head within the helmet, but upon the application of strain over a short pulse of time from a blow or checked momentum, the viscoelastic material will resist deformation which would loosen the fit to the user's head, and will store and partially dissipate the strain energy, protecting the head and brain of the user.