In the course of the ME period, HAVE began to encroach on territory previously held by BE. According to Rydén and Brorström (1987); Kytö (1997), this occurred especially in iterative and durational contexts, in the perfect infinitive and modal constructions. In Early Modern English (henceforth EModE), BE was increasingly restricted to the most common intransitives come and go, before disappearing entirely in the 18th and 19th centuries. This development raises a number of questions, both historical and theoretical. First, why did HAVE start spreading at the expense of BE in the first place? Second, why was the change conditioned by the factors mentioned by Rydén and Brorström (1987) and Kytö (1997)? Third, why did the change take on the order of 800 years to go to completion? Fourth, what implications does the change have for general theories of auxiliary selection? In this paper we’ll try to answer the first question by focusing on one the earliest clearly identifiable advance of HAVE onto BE territory – its first appearance with the verb come, which for a number of reasons is an ideal verb to focus on. First, come is by far the most common intransitive verb, so we get large enough numbers for statistical analysis. Second, clauses containing the past participle of come with a form of BE are unambiguous perfects: they cannot be passives, and they did not continue into modern English with a stative reading like he is gone. Third, and perhaps most importantly, come selected BE categorically in the early stages of English, so the first examples we find with HAVE are clear evidence for innovation. We will present evidence from a corpus study showing that the first spread of HAVE was due to a ban on auxiliary BE in certain types of counterfactual perfects, and will propose an account for that ban in terms of Iatridou’s (2000) Exclusion theory of counterfactuals.