Abstract: An innersole for insertion into a shoe having a base of a flexible material with an upper and lower surface with a plurality of spaced rows of lugs extending upwardly from the upper surface. Each of the lugs has a base portion and a rounded top portion and an elongated axis. A cover is disposed over the upper surface of the base covering the lugs forming an undulating surface on the base and fixedly secured to the lugs and the upper surface of the base with no spacing between the cover, the lugs, and the upper surface of the base. A plurality of perforations are provided, each of the perforations extending through the cover, each of the lugs along generally the longitudinal axis thereof, and through the base. A plurality of spaced grooves may be provided on the underside of the base.