Abstract: A footwear sole assembly for providing air circulation around the foot and also providing improved resilient cushioning. The assembly includes an outsole and an insert suspended above the outsole in trampoline-like fashion to define an air chamber therebetween. As the wearer strides, the insert moves toward the outsole compressing the air contained in the air chamber and causing that air to flow onto the foot through the apertures in the insert. Preferably, the outsole defines a plurality of upwardly opening pockets; and the insert includes a plurality of downwardly extending pins aligned with the pockets. The flexing action of the insert also drives the pins down into the pockets where they are deformed to absorb the impact of the stride.