Abstract: There is disclosed a removable device for covering a shoe sockliner that is not bonded to the sockliner. The device of the present invention thus permits the use of sockliners made from various materials, including foams, sponges or any other suitable recyclable materials. As disclosed, the present invention provides a flexible fabric cover which fits over the sockliner. The top surface of the cover, the surface on which ones foot is placed, has a fabric pile which may vary in thickness to provide comfort and fit for the wearer of the shoe. The bottom surface of the cover has an opening for inserting the shoe sockliner and is elastic for providing a secure fit for the cover over the shoe sockliner. Advantageously, the disclosed invention eliminates the waste associated with known top cloth manufacturing techniques, reduces the time and costs associated with manufacturing existing top cloths, and permits the use of sockliners made from various materials, including materials that are fully recyclable.