A CPAP pillow relies on a shell shaped to provide large reservoirs of fill particles near or against the shoulders of a user and around and under the neck. The system and method uncouple the spring forces supporting a user from the forces used to configure the shape of the pillow in use. Thus, a user can fit the pillow to the body profile in three dimensions with substantially no residual pre-loading to cause discomfort, pressure points, or unsupported regions. The pillow supports, contacts, and cradles the head and neck. It accommodates shoulder intrusion without moving the pillow away from supporting the neck.