Word properties like imageability and word frequency improve cued recall of verbal paired-associates. We asked whether these enhancements follow simply from prior effects on item-memory, or also strengthen associations between items. Participants studied word pairs varying in imageability or frequency: pairs were "pure" (high-high, low-low) or "mixed" (high-low, low-high) where "high" and "low" refer to imageability or frequency values and are probed with forward (A-?) and backward (?-B) cues. Probabilistic model fits to the data suggested that imageability primarily improved retrieval of associations, but frequency primarily improved recall of target items. All pair types exhibited a high correlation between forward and backward probe accuracy, a measure of holistic learning (Kahana, 2002), which extends the boundary conditions of holistic association-memory and challenges Paivio's (1971) suggestion that holistic learning depends critically on imagery. In sum, item properties can boost association-memory beyond simply boosting target retrievability. (Contains 3 tables and 8 figures.)