The pad turns to powder with time and connot be reglued. The headliner must be removed and completely stripped. I used stock GM headliner cloth at $6-9/yard. Glue the new cloth starting from center, working to the corners. Use a good trim adhesive (7.50/spraycan) or contact cement($21/gal). Lap 2" over edges and glue also. Cut holes and reinstall.
Left some steps out ops sorry . Apply a thin coat of contact cement or good quality trim adhesive to the center of the clean board and the fabric. Allow glue to get tacky. With a flat palm stick together pieces with long, smooth, even strokes. Work toward corners and outside, gently stretching the cloth, especially in the bends. Glue and tuck about 2" on backside. Trim holes and reinstall.
pics from michiganboy`s fix after i posted this

as you can see typical headliner board, cracked from pullin it out (yay cages!)

now all that black crap, it has to go.  I used a tuff plastic bristol brush to get off the majority, than came back with a sander and 60 grit (got to be easy with it) to clear it all off

Pow majic

now those nasty cracks, jim let me in on a secret, aluminum tape, and Ill say it woks wonders

some areas needed reconstructing, especially around th evisors, others just caust they were stress points .  I used an MRE box from work, the card board is dense and like 1/8th thick, great for patchin things up

now a neighbor told me that for $15 you can get aluminum foam insulation foam stuff in a roll at lowes and it works like dynomatt, who knows ill give it a shot.  seems to quiet it down a smidge

so thats it, cover it and put it in, have a nice day

well its in, I covered it in wnat else?  Felt to match the rest of the car.  wasnt as bad putting in as taking out.  moving on the the side sail panels next, also hace to respray some trim pieces, there kind of mix matched