An energy absorbing liner system that offers a multi-stage reaction to impact and is positioned inside a member that receives an impact. The energy absorbing liner system has one or more interconnected energy absorbing modules that rebound after one or more impacts. At least some of the modules in the layer have a basal portion with multiple levels of reaction to impact. For example, a first stage has one or more membranes. A second stage has energy absorbing units with bendable walls. The membranes extend between the walls of adjacent energy absorbing units. The membranes alone or in combination with the side walls of the units at least partially cushion the blow in multiple stages of reaction by progressively absorbing energy imparted by an object that impacts the outer shell.