Current models of spoken-word recognition assume automatic activation of multiple candidate words fully or partially compatible with the speech input. We propose that listeners make use of this concurrent activation in word play such as punning. Distortion in punning should ideally involve no more than a minimal contrastive deviation between two words, namely a phoneme. Moreover, we propose that this metric of similarity does not presuppose phonemic awareness on the part of the punster. We support these claims with an analysis of modern and traditional puns in Japanese (in which phonemic awareness in language users is not encouraged by alphabetic orthography). For both data sets, the results support the predictions. Punning draws on basic processes of spokenword recognition, common across languages.