Changes are proposed to the categorial status traditionally accorded to Aux-related and verbal elements in the clause, and the new taxonomy is applied in implementing the old insight that <em>be</em> should be analyzed as the default, semantically empty verb. The central issue is when a verb-like element does (not) count as categorially a V for distributional purposes. The major proposals are: 1) to remove <em>be</em> and <em>have</em> from the category Aux and treat them as Vs; 2) to separate out participles from genuine tensed and bare verbs; 3) to group <em>do</em> with modals, rather than with <em>have</em> and <em>be</em>, into a category Mood that also includes a null indicative morpheme. This scheme is used to account for the entire distribution of the forms of <em>be</em> just by treating it as V with no properties. <em>Be</em> fulfills two requirements that cannot always be met by contentful verbs: first, it satisfies the syntactico-semantic need for Tense to c-command a clause-mate V (the “V Requirement”); second, it satisfies the morphosyntactic need for participial affixes ( <em>-ing, -en</em>) to have hosts. It is shown how the former requirement derives the exceptionally high position of finite <em>be</em> by base-generating it above negation etc., rather than raising it across. VP-ellipsis data provide independent support for this treatment. Finally, some tentative suggestions are offered for how the V Requirement might be derived from deeper principles, while still allowing for the fact that it is apparently not fully enforced in languages with null copulas.