A new type of very low stiffness super-active composite material is presented. This laminate uses shape-memory alloy (SMA) filaments which are embedded within a low Durometer silicone matrix. The purpose is to develop an active composite in which the local strains within the SMA actuator material will be approximately 1% while the laminate strains will be at least an order of magnitude larger. This type of laminate will be useful for biomimetic, biomedical, surgical and prosthetic applications in which the very high actuator strength of conventional SMA filaments is too great for biological tissues. A modified form of moment and force-balance analysis is used to model the performance of the super-active shape-memory alloy composite (SASMAC). The analytical models are used to predict the performance of a SASMAC pull-pull actuator which uses 10 mil diameter Tinel alloy K actuators embedded in a 0.10' thick, 25 Durometer silicon matrix. The results of testing demonstrate that the laminate is capable of straining up to 10% with theory and experiment in good agreement. Fatigue testing was conducted on the actuator for 1,000 cycles. Because the local strains within the SMA were kept to less than 1%, the element showed no degradation in performance.