Two experiments indicated that two approaches to serial learning are too extreme—the classical view that it consists only of interitem associations and various recent views that it involves no interitem associations. The novel assumption introduced here was that phrasing cues, normally conceptualized as merely segregating long series into smaller units or chunks, may also enter into associations with items, thereby reducing interitem interference and facilitating serial learning. It was found that one item could become a signal for another item, an interitem association, or be overshadowed by a phrasing cue, such as a brightness and temporal cue, also signaling that item. The items were .045-g pellets. Rats traversed a runway for items arranged in ordered series, 14-7-3-1-0 pellets (Experiment 1) or 10-2-0-10 (Experiment 2). Complete tracking of, for example, the 10-2-0-10 series would consist of fastest running to 10 pellets and slowest running to 0 pellets. In both investigations, the interitem association overshadowed was that between 0 pellets and the subsequent rewarded item, 0 → 14 (Experiment 1) or 0 → 10 (Experiment 2). Either repetitions of the 14-7-3-1-0 subpattern (Experiment 1) or merely the terminal 10-pellet item (Experiment 2) were phrased, both methods producing identical results. Overshadowing the 0-pellet item produced superior serial learning, more rapid extinction, and, in Experiment 1, considerable elevation of responding when the brightness phrasing cue was introduced in extinction, an effect said to be conceptually identical to spontaneous recovery and one demonstrating directly that phrasing cues are in reality overshadowing cues. It was suggested that many effects attributed to forgetting may be due to unrecognized overshadowing of memory cues by phrasing cues, giving rise to exaggerated estimates of forgetting.