This study investigates the lexical representation of second-language words that contain difficult to distinguish phonemes. Dutch and English listeners' perception of partially onset-overlapping word pairs like DAFFOdil-DEFIcit and minimal pairs like flash-flesh, was assessed with two cross-modal priming experiments, examining two stages of lexical processing: activation of intended and mismatching lexical representations (Exp.1) and competition between those lexical representations (Exp.2). Exp.1 shows that truncated primes like daffo- and defi- activated lexical representations of mismatching words (either deficit or daffodil) more for L2 than L1 listeners. Exp.2 shows that for minimal pairs, matching primes (prime: flash, target: FLASH) facilitated recognition of visual targets for L1 and L2 listeners alike, whereas mismatching primes (flesh, FLASH) inhibited recognition consistently for L1 listeners but only in a minority of cases for L2 listeners; in most cases, for them, primes facilitated recognition of both words equally strongly. Importantly, all listeners experienced a combination of facilitation and inhibition (and all items sometimes caused facilitation and sometimes inhibition). These results suggest that for all participants, some of the minimal pairs were represented with separate, native-like lexical representations, whereas other pairs were stored as homophones. The nature of the L2 lexical representations thus varied strongly even within listeners.