This paper reports on the incorporation of lexical items into one of the well-known dialects of Setswana, namely Sengwato. A native speaker of the Sengwato dialect provided much of the data for this study. The data show that borrowings from English and Afrikaans Dutch adhere to the phonological canons of Sengwato via the application of a number of sound change processes such as lenition, fortition, affrication, palatalization and obstruent devoicing to name a few. In addition, the data demonstrate how lexical borrowings undergo gender-based classification when incorporated into Sengwato and are categorized into fourteen gender classes identified from the Swadesh list provided by the informant. The paper discusses how the semantic content of loanwords plays a vital role in their incorporation into the Sengwato dialect.