Frequency of exposure to very low- and high-frequency words was manipulated in a three-phase (familiarisation, study, and test) design. During familiarisation, words were presented with their definition (once, four times, or not presented). One week (Experiment 1) or one day (Experiment 2) later, participants studied a list of homogeneous pairs (i.e., pair members were matched on background and familiarisation frequency). Item and associative recognition of high- and very low-frequency words presented in intact, rearranged, old-new, or new-new pairs were tested in Experiment 1. Associative recognition of very low-frequency words was tested in Experiment 2. Results showed that prior familiarisation improved associative recognition of very low-frequency pairs, but had no effect on high-frequency pairs. The role of meaning in the formation of item-to-item and item-to-context associations and the implications for current models of memory are discussed.