A hearing protection system with talk-through having a pair of rigid earcups enclosing a microphone, amplifier and speaker. A concha simulator, having a volume simulating that of the concha of a human ear, is acoustically coupled to the microphone, and also to the outside through an opening in the earcup. By coupling the microphone to the concha simulator, instead of directly to the outside, the acoustic response of the talk-through more accurately represents the hearing of a user.