European Portuguese proclitics illustrate a mismatch between inflectional status and syntactic separability which is challenging to lexicalist theories of syntax. On the one hand, they form morphologically complex clitic clusters and realise verbal properties; on the other, they may be separated from the verb by lexical items, showing no sign of being morphologically attached to it. The question then is how to account for the partly inflectional and partly phrasal behaviour of proclitic affixes in a theory of syntax that prohibits elements smaller than words from being syntactically visible. In defence of the principle of Lexical Integrity (Bresnan 2001:92), Luís & Sadler (2003) take the view that proclitic affixes may not be assigned a c-structure position. In this paper, we also endorse the view that morphology and phrase structure constitute separate levels of analysis, but explore an alternative analysis.