Abstract: A shoe sole and heel construction is provided. The construction includes a structure having an exterior ground-contacting surface, an elongated midsole disposed in the structure above the ground-contacting surface to avoid contact with the ground in use, the midsole having an outer periphery. The structure also includes a first flexible bulge formed therein and projecting from the exterior ground-contacting surface for contact with the ground in use and defining a first pocket, wherein at least a portion of the first pocket extends outwardly beyond the outer periphery of the midsole or imaginary extensions thereof whereby the portion does not underlie the midsole. The construction further includes fluid disposed in the first pocket, whereby at rest a foot in a shoe incorporating the structure is cushioned comfortably on the fluid in the first pocket.