This paper investigates the interaction of mass nouns with numerals and plural morphology in Russian and English. In Russian, high numerals, which require a plural complement, cannot combine with mass nouns: *pjat’ piv / vod ‘five beers / waters’. I propose an analysis of this puzzle at the syntax-semantics interface, arguing that (i) pluralization must apply on top of a mass-to-count shift and not vice versa; (ii) in Russian, unlike English, pluralization of mass nouns must take place below nP.
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