The applicative construction in Barupu (Macro-Skou family from northern New Guinea) performs all the functions expected of an applicative: it is a valencyincreasing construction that adds an object to a verb, similar to the relationship between the intransitive 'be afraid' and the transitive 'fear' in English. The applicative object behaves the same as the base object of a transitive verb with similar semantics, including the ability to appear indexed on the verb. Some of the applicatives are well behaved, and do not present a challenge to existing models, while another set of applicatives are more complex morphologically, and more problematic. In these constructions the entire applicative complex displays two features that are not expected: (1) the applicative morpheme, and the agreement for the applied object, appears outside all in3ectional agreement for the arguments of the base verb; and (2) the applicative morpheme shows agreement not just for the object but also for the subject, in addition to the agreement for subject found on the main verb root. These applicatives thus display several serial-verb-like properties, but fail to meet the criteria used to test for serial verbs, both cross-linguistically and within Barupu. I examine the phonological, morphological, and syntactic patterns associated with these "applicatives," and show that there is a phonotactic constraint in the language that motivates this apparent mismatch of properties, and a plausible pathway for the development of at least some of these morphemes. Nonetheless we must recognize that synchronically the language allows for multiply headed verbs, without evidence of synchronic incorporation processes.