Abstract: An article of footwear with a heel region including a posterior end of the article of footwear, a mid-foot region, and a forefoot region including an anterior end of the article of footwear; a lateral side, and a medial side opposite the lateral side; an upper; and a sole structure coupled to the upper. The sole structure has a midsole with a first cushioning element extending from the posterior end to the anterior end; a second cushioning element extending from the mid-foot region to the posterior end, the second cushioning element being formed of a different material than the first cushioning element; and a shell with a plurality of circumferentially-spaced apart protrusions, wherein each of the plurality of protrusions is directly coupled to the second cushioning element.