The study investigated the role of a second language (L2) learner's prior cultural knowledge in target language lexical meaning-making. Comparison focuses on what important similarities in L2 lexical meaning-making of culturally loaded words appear among learners with the same ethnic background, and what important lexical meaning differences exist across cultures. Subjects were three Chinese learners of English as a Second Language and one Canadian native English speaker. Data were collected through a first-impression talk, open word-association questionnaire, and followup interviews. Information from three responses (Canadian speaker's response to an English word, Chinese learners' response to the English word in English, and Chinese learners' response to the English word in Chinese) and the word's meanings (conceptual, connotative, synonyms, antonyms, lexical cultural categories, specific knowledge in lexical meanings, and cross-linguistic factors) in both English and Chinese were examined. Findings were that a central meaning of an L2 word exists and is shared by the L2 learners with the same cultural background. Between the L2 learner and the native speaker there exists an overlapping conceptual relationship in the central meaning of a culturally loaded word, with striking individual differences in connotation. Pedagogical implications are seen. (MSE)