The article concentrates on the question of the composition , the internal ordering and the placement of clitic-clusters (C-clusters) in French and Italian, though clitic data from other languages are drawn in occasionally. The system proposed is top-down transformational, in the terms of Semantic Syntax (Seuren, Blackwell, 1996). Clitics are taken to originate in underlying structure as canonical argument terms or adverbial constituents of clauses. During the process of transformation from semantic to surface form, nonfocus, nonsubject, pronominal argument terms are assigned values for the features of animacy ( [± an ] ), dative status ( [± dat ] ) and reflexivity ( [± refl ] ). On the basis of these, the rule feature 〈 cm 〉 , inducing clitic movement , is assigned or withheld. Plus-values increase, and minus-values reduce, the “semantic weight” of the clitics in question. Pronouns without the feature 〈 cm 〉 are not cliticised and stay in their canonical term position in their full phonological form. Pronouns with the feature 〈 cm 〉 are attached to the nearest verb form giving rise to clitic clusters, which accounts for the composition of well-formed C-clusters. The attachment of clitics to a cluster occurs in a fixed order, which accounts for the ordering of clitics in well-formed clusters. Branching directionality , together with a theory of complementation, accounts for the placement of C-clusters. Clitics often take on a reduced phonological form. It is argued that, in French and Italian, which are languages with a right-branching syntax and a left-branching flectional morphology, postverbal clitics, or enclitics, are part of left-branching structures and hence fit naturally into the morphology. They are best categorised as affixes. Occasionally, as in Italian glielo , dative clitics (e.g., gli ) turn preceding lighter clitics (e.g., lo ) into affixes, resulting in the left-branching structure glielo , where -lo is an affix. In a brief Intermezzo, instances are shown of the irregular but revealing lui-le-lui phenomenon in French, and its much less frequent analog in Italian. On these assumptions, supported by the official orthographies, the clitic systems of French and Italian largely coincide. This new analysis of the facts in question invites further reflection on the interface between syntax and morphology. The final section deals with reflexive clitics. There, the system begins to be unable to account for the observed facts. At this end, therefore, the system is allowed to remain fraying, till further research brings greater clarity.