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If freezing underlies barpress conditioned suppression, then it seems odd that auditory cues paired with shock evoke more freezing than do visual cues, yet evoke similar suppression. Bevins and Ayres (1992) found that auditory and visual cues also evoked similar withdrawal from the bar and dipper areas and suggested that such withdrawal could explain the similar suppression. Seeking to understand that withdrawal, we found evidence in the present study that it was due either to adventitious punishment or to place-aversion learning. The cue for shock seemed to set the occasion for such learning. For example, we found that, as training progressed, rats' tendency to leave the bar area during the cue first increased, then decreased, then increased again, reflecting, presumably, shock occurrence first inside, then outside, then inside the bar area again. Despite these changes in the rats' location, barpress suppression remained stable, implying that leaving the bar area, though sufficient for barpress suppression, is unnecessary.