Abstract: A shoe construction is disclosed including a flexible forefoot portion having no rigid parts and which cushions the metatarsal head area of the foot when in use. A resilient memory pad, preferably of foam material, is positioned in an aperture formed in the metatarsal head support area in the bottom of the forepart of a force lasted shoe upper under a thin cover sewn around the aperture edges. The memory pad engages the top surface of an outsole. The memory pad and cover are compressible by the foot to the thickness of the upper bottom so that no protrusion or discomfort results when the foot is bearing weight. The outside bottom includes a molded pad, preferably of thermoplastic rubber, below and aligned with the memory pad for improved traction, gripping, wear resistance and cushioning. Various rear part constructions may be used including cement lasted assemblies.