<p>Based on data from number agreement in the four South Caucasian languages (Georgian, Laz, Megrelian, Svan), this paper argues that Vocabulary Insertion is only partially replacive: the exponent replaces only those features of the head which its specification matches exactly, whereas the remaining unlexicalized features—what we call <i>leftover features</i>—remain syntactically active. Our evidence comes from the fact that in South Caucasian languages the choice of the exponent for a lower agreement head can feed or bleed number agreement with a higher agreement head, depending on whether this exponent lexicalizes a plural feature. We argue that the cases of feeding arise from Leftover Agreement—agreement of a higher head with the number features on the lower head which were not lexicalized by its exponent—and we provide additional evidence from an intervention effect in Svan and a locality effect in Georgian for the syntactic nature of this process. An implication of our proposal is that the grammar allows for a certain kind of interleaving of syntax and spell-out, where accessibility of the uninterpretable features on the edge of a phase (on its head and specifier) depends on whether or not those features have been lexicalized within that phase.</p>