In two conditioned lick-suppression experiments with rats, the interaction of preexposure to a target stimulus and subsequent overshadowing of conditioned inhibition treatment was examined. Blaisdell, Bristol, Gunther, and Miller (1998) have demonstrated that stimulus preexposure and overshadowing counteract each other in their effects on Pavlovian excitation, producing strong excitatory responding to the target stimulus. In the present experiments, a conditioned inhibition analogue of tills effect was examined. Overshadowing of conditioned inhibition (i.e., attenuation of inhibitory control of behavior by the target stimulus) was demonstrated when a more salient stimulus was compounded with the target inhibitor during conditioned inhibition training. However, the overshadowing deficit was attenuated by preexposing the target stimulus prior to overshadowing treatment. To account for this phenomenon, we contrast the comparator hypothesis (Miller & Matzel, 1988) with contemporary models that focus on associative acquisition.