A cushioning system for a shoe includes an insert having a top surface, an opposite bottom surface, the bottom surface having a heel portion, an arch portion, and a ball portion. At least one spring is connected to the heel portion of the bottom surface, and an arch support is connected to the arch portion of the bottom surface. In an embodiment of the invention, an arch support module covers the heel and arch portions of the bottom surface, and carries a plurality of heel springs and the arch support.