A shock absorber having an elongated pressure tube and a piston slidably mounted in the pressure tube which divides the pressure tube into a first and second working chamber. An elongated piston rod is attached to the piston and moves in unison with the piston in both an extended and a compression direction. Movement of the rod in a compression direction decreases the volume of the first working chamber and increases the volume of the second working chamber, and vice versa. A control orifice and adaptive valve are fluidly connected in series between the first working chamber and a reservoir. A check valve is fluidly connected between the control orifice and the adaptive valve which opens only upon movement of the rod in a compression direction.