An athletic shoe with a force responsive sole includes a first sole portion (110) having a multiplicity of projecting cleats (20), a second sole portion (12) with corresponding apertures (22) to receive the cleats (20). In one embodiment, a resilient membrane (14) is positioned between the sole portions and normally covers the apertures (22) so as to hold the cleats (20) separated from the apertures (22) in a rest position. A correspondingly apertured guide plate (15) is provided between the first sole portion (10) and the membrane (14) in the apertures (26) of which the cleats (20) are positioned to restrict transverse relative movement of the two sole portions (10, 12) and to maintain the cleats (20) in alignment with the apertures (22). Under force applied by a foot in the shoe, the cleated first sole portion (10) moves toward the apertured second sole portion (12), stretching the membrane (14) as the cleats (20) move into the receiving apertures (22) of the second sole portion (12), with the membrane (14) resisting such movement to thereby provide cushioning and to provide rebound force. In other embodiments, a composite membrane (92, 94) made up of a number of individual membranes (92) in a carrier frame (94), or a series of resilient bands, such as O-rings (116), constitute the membrane to provide the resilience for the sole.