Embodiments of a protective helmet have a shell formed from a cushioning material, a cushioning spacer layer coupled to the shell and only partially covering an inner surface of the shell, a hard inner structure having an outer surface attached to the cushioning spacer layer and an inner surface, and an innermost cushioning pad layer attached to the inner surface of the hard inner structure. A flexible thin cover extending around an outer surface of said shell and with or without graphics may be provided.