Palatalization of coronals and stridents is well-known and widespread, and is most commonly associated with front vowels or glides as triggers. In some dialect(s) of Setswana, a much different type of palatalization occurs: alveolar stridents /s ts tsʰ/ become pre-palatal [ʃ tʃ tʃʰ] before back vowels and the glide [w]. Clear empirical support for this pattern comes from productive alternations induced by the nominalizing suffix /-ɔ/, as well as alternations with an assortment of less productive morphemes, and lexical evidence. If palatalization before front vocoids is phonetically natural, then palatalization before back vocoids seems like it must be phonetically unnatural. However, this paper suggests that it is not the case: palatalization before back vowels actually makes phonetic sense, as a consequence of using lip rounding as a phonetic enhancement of the S~Š distinction.