The present study investigated how children learn that some verbs may appear in the figure-locative but not the ground-locative construction (e.g., "Lisa poured water into the cup"; "*Lisa poured the cup with water"), with some showing the opposite pattern (e.g., "*Bart filled water into the cup"; "Bart filled the cup with water"), and others appearing in both ("Lisa sprayed water onto the flowers"; "Lisa sprayed the flowers with water"). Grammatical acceptability judgments were obtained for the use of each of 142 locative verbs (60 for children) in each sentence type. Overall, and for each age group individually, the judgment data were best explained by a model that included ratings of the extent to which each verb exhibits both the broad- and narrow-range semantic properties of the figure- and ground-locative constructions (relating mainly to "manner" and "end-state" respectively; Pinker, 1989) and the statistical-learning measure of overall verb frequency (entrenchment; Braine & Brooks, 1995). A second statistical-learning measure, frequency in each of the two locative constructions (pre-emption; Goldberg, 1995), was found to have no additional dissociable effect. We conclude by drawing together various theoretical proposals to arrive at a possible account of how semantics and statistics interact in the retreat from overgeneralization. (Contains 5 tables and 1 figure.)