In five experiments using rats, we investigated compound context-flavor conditioning. The subjects were allowed to spend time in the target context, where they had access to a flavored solution (either citric acid or saccharine) before receiving an injection of LiCl. Context aversion was then assessed by using a blocking procedure. When the flavor accompanying the context was a non-palatable one, citric acid, impaired learning about the context was observed, an instance of overshadowing. However, when we presented saccharine in the novel environment enhanced learning about the context was found, an instance of context potentiation. The role of the motivational properties of the flavor that accompanies the target context during conditioning is discussed.