A headphone that has a support structure that is adapted to sit on a head or upper torso of a user, a first acoustic driver carried by the support structure such that the first acoustic driver is located off of an ear of the user, wherein the first acoustic driver has front and rear sides and sound is radiated from both sides of the first acoustic driver, and a structure that defines a first acoustic chamber on the front side of the first acoustic driver and with at least one opening therein, and a second acoustic chamber on the rear side of the first acoustic driver and with at least one opening therein. At low frequencies a polar pattern of the first acoustic driver behaves approximately like a dipole, and at high frequencies a polar pattern of the first acoustic driver exhibits a higher order directional pattern. A second acoustic driver can be included.