A shoe is provided with a cushioning element, preferably a heel strike cushioning element for a sole portion of the shoe. The cushioning element includes a first chamber having substantially transparent flexible walls filled for example, with a liquid or gel cushioning material. A second chamber is provided having gas impervious, preferably substantially transparent walls which receive therebetween and enclose a portion of the first chamber. The first chamber is seated over the second chamber to form a gas filled cell between the walls of the enclosed portion of the first chamber and the walls of the second chamber. Preferably, a plurality of ribs project from the walls of the second chamber into the gas filled cell to form a plurality of gas filled pockets between the ribs, and the walls of the enclosed portion of the first chamber and the second chamber. The second chamber of the cushioning element is disposed over the sole portion. Preferably, the sole portion is constructed with openings which permit the gel composition to be viewed from the exterior of the shoe.