For the first time a uniform compositional derivation is given for quantified sentences containing exceptive constructions. The semantics of exceptives is primarily one of subtraction from the domain of a quantifier. The crucial semantic difference between the highly grammaticized but-phrases and free exceptives is that the former have the Uniqueness Condition as part of their lexical meaning whereas the latter are mere set subtractors. Several empirical differences between the two types of exceptives are shown to follow from this basic lexical (...) difference. (shrink)