An article of footwear with an interchangeable pod system is disclosed. The interchangeable pod system includes an outsole, a pod set, and a cleat set. The pods are attached to the outsole by means of the members of the cleat set. Variations in the types of pods and cleats used allow a wearer to reconfigure the article of footwear in order to maximize performance on a given surface in a given set of surface conditions as well as other parameters.