The present invention relates to footwear which has improved shock absorbency due to cushioning within a two-plate system. The orthotic or upper plate and bottom plate are separated by cushioning. The orthotic plate preferably provides rigid support between heel and metatarsal region. The bottom plate may utilize multiple rigid segments whereby the toe region is flexible. The bottom plate may also have gripping elements which are permanently or removeably attachable to the plate to compensate for wear, or for a change in activities. The cushioning between the upper and bottom plates distributes force produced at individual points on the bottom plate over the entire upper plate, thereby eliminating pressure points on the foot.