This paper explores borrowing of nouns between two unrelated Australian languages with a long history of contact: Mudburra, a language with no grammatical gender, and Jingulu, which has four genders and super-classing. Unusually, this case involves extensive borrowing in both directions, resulting in the languages sharing 65% of their nouns. This bi-directional borrowing of nouns allows us to simultaneously examine the behaviour of gender where (i) nouns from a language with no gender have transferred into a language with a gender system, and (ii) nouns from a language with gender have transferred into a language with no gender system. Previous work in this area has been interested in the how nouns are categorised in scenario (i) (; ; ; Parafita Couto et al., 2015; ), and whether there is any evidence for the development of a gender system in the recipient language in scenario (ii) (; ; ; ; ; ; ). We show that Mudburra nouns borrowed into Jingulu are assigned gender on the basis of their semantics, with gender superclassing effects and morpho-phonological massaging. Some of the borrowings into Mudburra, on the other hand, demonstrate a sophisticated understanding of Jingulu morpho-syntax which speaks to a high degree of bilingualism between Mudburra and Jingulu over an extended period.