A considerable body of empirical and theoretical research suggests that morphological structure governs the representation of words in memory and that many words are decomposed into morphological components in processing. The authors investigated an alternative approach in which morphology arises from the interaction of semantic and phonological codes. A series of cross-modal lexical decision experiments shows that the magnitude of priming reflects the degree of semantic and phonological overlap between words. Crucially, moderately similar items produce intermediate facilitation (e.g., lately-late). This pattern is observed for word pairs exhibiting different types of morphological relationships, including suffixed-stem (e.g., teacher-teach), suffixed-suffixed (e.g., saintly-sainthood), and prefixed-stem pairs (preheat-heat). The results can be understood in terms of connectionist models that use distributed representations rather than discrete morphemes.