In Need Of Headphones That Travel

I tried earbuds from the iPod. I can’t keep them in my ears unless I’ve jammed them into my ear drums and the covers always come off. I’ve tried my old over the ear cheap-o headphones. Yeah, they’re small and portable, but the sound quality sucks. I have a pair of noise-reducing headphones, but they’re so large that if they’re in my backpack, nothing else is in my backpack (think old-school studio headphones).
So, frequent travelers, what do you use? Have you found a good pair of (ideally noise-reducing) small non-earbud headphones that have good sound quality and are small enough to fit in a backpack side pocket with your iPod?
Oh, interweb, help me solve my dilemma before I spend 12 hours in a plane!