A shoe construction including a shoe upper, an intermediate composite structure and an outsole. The composite structure underlies at least a portion of the upper and overlies at least a portion of the outsole. The composite structure includes cushion members with one cushion member being positioned to underlie a heel of a wearer and another cushion member being positioned to underlie the ball of the foot. The cushion member underlying the ball may be perforated. The composite structure can also include a relatively rigid lower member which can be perforated in the area of the ball of the foot underlying the cushion member for the ball of the foot. The composite structure can provide a flexure discontinuity in the shoe forward of the midfoot zone of the shoe.