Ellis's target article suggests that language processing is based on frequency and probabilistic knowledge and that language learning is implicit. These findings are consistent with those of SLA researchers working within a variationist framework (e.g., Tarone, 1985; Bayley & Preston, 1996). This paper provides a brief overview of this research area, which has developed useful models for dealing with frequency effects in language use, and describes a psycholinguistic model of language variation currently being proposed by Preston (2000a, 2000b) that dovetails nicely with Ellis's proposals. The present commentary addresses the question "To what extent is the learner's interlanguage passively and unconsciously derived from input frequencies?" Ellis does state that factors other than frequency are also important for SLA--specifically, conscious noticing and social context. A related factor is the learner's creativity, revealed when learners' noticing leads them to view utterances not just as potential objects of analysis but as potential objects of language play. Noticing results in the selective internalization of language input in interactions with various L2 speakers, and creativity occurs in the learner's consequent production of any of a range of different voices thus internalized for the purposes of expressing social identity and of language play (Tarone 2000).