In English derivations, the one particularly problematic case which could nullify the advantages of level-ordered word formation is that of bracketing paradoxes, where it is necessary to assign two incompatible constituent structures to a single expression. In this paper, we discuss in detail the problems of the derivation-driven approaches, claiming that they suffer from a lack of descriptive and explanatory adequacy. As an alternative, we propose a non-derivational analysis of proportional analogy within a network of relationships. Under the model of proportional analogy, the ‘paradoxical’ forms are regularly generated without reference to exceptional stipulations. The strength of the analysis suggested herein resides in the treatment of the bracketing paradoxes as neither exceptional nor paradoxical. (Korea University of Technology and Education)