A plush toy system is provided having a foam inner made with a compressible foam. A flexible outer covering surrounds the foam inner and has an inner surface for contacting the foam inner. The inner foam is compressed and constrained by the flexible outer covering such that it does not achieve a natural uncompressed size. The flexible outer covering is formed into a shape, or the inner foam is formed into the shape and the flexible outer covering is shaped to and aligned with the shape of the foam inner and entirely surrounding the foam inner such that the inner foam is not fully expanded and is constrained or compressed by the flexible outer covering.