An earpiece and method to control a level of audio reproduction within an occluded ear canal are provided. The method includes the steps of measuring an ambient sound level from an Ambient Sound Microphone (ASM) at an entrance to an occluded ear canal, measuring a residual background noise level within an occluded ear canal from an Ear Canal Microphone (ECM), measuring a level of audio content delivered to the occluded ear canal, and adjusting a gain of the audio content so as to maintain reproduction of the audio content within a predetermined level range.