A passive noise reduction apparatus has a headset with at least one ear cup attached to the headset, the ear cup having an ear side and a shell side. An inner shell, having a cup side and an outer side, is mounted to and substantially covers the shell side of the ear cup wherein the cup side of the inner shell faces the shell side of the ear cup. An outer shell, having an inner side and a distal side, is mounted to and substantially covers the inner shell, wherein the inner side of the outer shell is in substantially contiguous contact with the outer side of the inner shell.