Historically, the analysis of the English auxiliary given by Chomsky 1957 has been associated mainly with the autonomous-syntax (‘interpretive semantics’) position, while the analysis of auxiliaries as main verbs first proposed by Ross 1969 has been aligned with ‘generative semantics'. This correlation is an accidental one. If less commonly discussed members of the class of auxiliary verbs are taken into account, it is possible to adduce overwhelming evidence that no line can or should be drawn between them and the items which are categorized uncontroversially as verbs. Considerations internal to several recent autonomous-syntax analyses argue for the main-verb analysis. Under the most recent revision of the AUX analysis, by Akmajian & Wasow 1975, it can be shown that at least some surface modal auxiliaries MUST have main-verb sources. We argue that this removes all principled basis for a separate category M (Modal), and suggests that all modals as well as other auxiliaries should be generated in the same way as verbs. We formulate explicitly the relevant base rules, transformations, morphological rules, and lexical categorizations to permit this. Our analysis treats all auxiliaries as verbs, is entirely consistent with current ideas in autonomous syntax, and uses no descriptive devices which would not be used in autonomous-syntax grammars of English for independent reasons. We conclude that, far from being supportive of the ‘generative semantics’ hypothesis, the main-verb analysis raises problems for it.