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In this paper I seek to account for the productive word-formation process resulting in the current proliferation of un-nouns, the semi-legitimate offspring of Humpty Dumpty´s un-birthday present (1871) and 7-Up´s commercial incarnation as The Un-Cola (1968), a construction that can be linked to the more well-established categories of un-adjectives and un-verbs, whose formation constraints we will also examine. Drawing on a large corpus of novel un-nouns I have assembled in collaboration with Beth Levin presented in the Appendices to this paper, I will invoke Rosch´s prototype semantics and Aristotle´s notion of PRIVATIVE opposites, defined in terms of a marked exception to a general class property, to generalize across the different categories of un-words. It will be argued that a given un-noun refers either to an element just outside a given category with whose members it shares a salient function (e.g. un-cola) or to a peripheral member of a given category (an unhotel is a hotel but not a good exemplar of the class-not a HOTEL hotel).