An article of footwear including a sole having a ground engaging surface; an upper having a toe region, heel region and a vamp portion. The upper has a first layer which is water impermeable and a second layer which is vapor and air permeable. The first layer extends in an upward direction from the featherline of the sole to a height on the upper which is at least 1.5 inches above the ground engaging surface of the sole and is attached to the second layer at height. The height at which the first layer extends and is attached to the second layer can vary along the upper in a toe-to-heel direction.