Abstract: A sole assembly including an outsole and a midsole that balances proprioception, flexibility, protection and running efficiency. The midsole can define a flexibility void in the arch region of the assembly. The outsole can include ground contacting wearing tread extending through the arch region adjacent the flexibility void, with the outsole minimized adjacent the flexibility void to enhance flexibility, along with the flexibility void, in the arch region. The sole assembly can include a 4 mm to 8 mm or other heel to toe drop to accommodate a variety of running and other activities. The sole assembly can be outfitted with shock pods of denser, more rigid material than the midsole to dissipate forces from the wearer to the midsole over a larger area. The midsole can include a non-supportive upwardly extending portion in the arch to provide a wearer with the false perception that the arch is supported to reduce fatigue.