An article of footwear comprising: an upper ; and a sole assembly that is operably coupled to the upper, the sole assembly including an anterior portion and a posterior portion, the sole assembly defining a base support plane, the sole assembly including a cushioning assembly with a first cushioning member and a second cushioning member that overlap each other over the base support plane, the first cushioning member and the second cushioning member each having a thickness that varies across the base support plane, the first cushioning member having a resistance to resilient deformation that is less than that of the second cushioning member; wherein the first cushioning member includes a first overlapping surface , wherein the second cushioning member includes a second overlapping surface , the first overlapping surface and the second overlapping surface overlapping each other over the base support plane from a first end of the cushioning assembly to a second end of the cushioning assembly and each sloping at a positive acute angle relative to the base support plane; wherein both the first end and the second end are disposed in the forefoot region of the sole assembly, wherein the first end is disposed closer to the anterior portion than the posterior portion and the second end is disposed closer to the posterior portion than the anterior portion such that the first overlapping surface and the second overlapping surface both slope upward and rearward from the first end to the second end; and wherein the first cushioning member is thicker than the second cushioning member adjacent the first end, and the second cushioning member is thicker than the first cushioning member adjacent the second end. an upper ; and a sole assembly that is operably coupled to the upper, the sole assembly including an anterior portion and a posterior portion, the sole assembly defining a base support plane, the sole assembly including a cushioning assembly with a first cushioning member and a second cushioning member that overlap each other over the base support plane, the first cushioning member and the second cushioning member each having a thickness that varies across the base support plane, the first cushioning member having a resistance to resilient deformation that is less than that of the second cushioning member; wherein the first cushioning member includes a first overlapping surface , wherein the second cushioning member includes a second overlapping surface , the first overlapping surface and the second overlapping surface overlapping each other over the base support plane from a first end of the cushioning assembly to a second end of the cushioning assembly and each sloping at a positive acute angle relative to the base support plane; wherein both the first end and the second end are disposed in the forefoot region of the sole assembly, wherein the first end is disposed closer to the anterior portion than the posterior portion and the second end is disposed closer to the posterior portion than the anterior portion such that the first overlapping surface and the second overlapping surface both slope upward and rearward from the first end to the second end; and wherein the first cushioning member is thicker than the second cushioning member adjacent the first end, and the second cushioning member is thicker than the first cushioning member adjacent the second end. <EOS>