Difficulty in the early stages of second language listening is sometimes said to derive from too heavy a reliance upon bottom-up information. Less experienced listeners supposedly focus so much attention upon identifying sounds and words that they have no time or mental capacity left for building higher-level units of meaning. However, there is contrary evidence which indicates that non-native listeners make considerable use of top-down processes. This paper suggests that listening to a foreign language may be assisted by an interactive-compensatory mechanism already available in L1, which compensates for gaps in understanding. Two major questions are then raised: If top-down and bottom-up information are in apparent conflict, which one prevails? And how do learners deal with new items of vocabulary when they crop up in a listening passage? Three experiments attempted to find answers. (Contains 1 table.)