A dampening material is presented with a carboxy-terminated butadiene nitrile (CTBN) as a dampening element. The glass transition temperature of the CTBN is generally at room temperature. The material is a two-component system with micro-scale phase segregation. The CTBN is reacted into an epoxy resin at a high temperature and cooled to allow the epoxy to react with a curing agent. A phase segregation occurs between the epoxy and the CTBN as the epoxy gels/cures. The extent of phase separation in the reaction is controlled by cross-linking and gelling. The rubbery component of CTBN phase segregates and forms discrete, spherical domains. Because the glass transition temperature of the rubbery domains is in the operational temperature range of interest, the composite is capable of absorbing acoustic energy. A high modulus allows a larger amount of acoustic energy to enter the composite where it is absorbed by the rubbery CTBN component.