Traditional syntactic accounts of verb phrase ellipsis (e.g., ''Jason laughed. Sam did [ ] too.'') categorize as ungrammatical many sentences that language users find acceptable (they ''undergenerate''); semantic accounts overgenerate. We propose that a processing theory, together with a syntactic account, does a better job of describing and explaining the data on verb phrase-ellipsis. Five acceptability judgment experiments supported a ''VP recycling hypothesis,'' which claims that when a syntactically matching antecedent is not available, the listener/reader creates one using the materials at hand. Experiments 1 and 2 used verb phrase ellipsis sentences with antecedents ranging from perfect (a verb phrase in matrix verb phrase position) to impossible (a verb phrase containing only a deverbal word). Experiments 3 and 4 contrasted antecedents in verbal vs nominal gerund subjects. Experiment 5 explored the possibility that speakers are particularly likely to go beyond the grammar and produce elided constituents without perfect matching antecedents when the antecedent needed is less marked than the antecedent actually produced. This experiment contrasted active (unmarked) and passive antecedents to show that readers seem to honor such a tendency.