While morphosyntax and semantics have been studied from afunctional and cognitive perspective, much less emphasis has been placed on phonological phenomena in these frameworks. This paper proposes a rethinking of phonology , arguing that (i) the lexical representation of words have phonetic substance that is gradually changed by phonetic processes; (ii) the spread of these phonetic changes is at least partly accounted for by the way particular items are used in discourse; (iii) the study of exceptions, marginal phenomena , and subphonemic detail are important to the understanding of how phonological information is stored and processed; (iv) generalizations at the morphological and lexical level have radically different properties than generalizations at the phonetic level, with the former having a cognitive or semantic motivation, while the latter have a motor or physical motivation; and (v) that the best way to model the interaction of generalizations with the lexicon is not by separating rules from lists of items, but rather by conceiving of generalizations as patterns or schemas that emerge from the organization of stored lexical units.