The invention is a support and cushioning system for an article of footwear. The system includes a resilient insert disposed within the sole of the shoe including several fluidly interconnected chambers. The chambers include first chambers disposed in the forefoot area of the sole and second chambers disposed in the heel portion of the sole. In one embodiment, the resilient insert is air inflatable using an on-board inflation mechanism disposed in the sole, wherein the resilient insert remains generally rigid when not inflated.