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This paper investigates the interaction between negation and modality from a diachronic perspective, and focuses on the role of negative polarity as a trigger for the development of modal meaning in verbo-nominal expressions. In contrast with the spate of diachronic studies of modal verbs, the acquisition of modal meaning by verbo-nominal expressions has received far less attention (e.g. Loureiro-Porto 2010). Yet, studies of verbo-nominal expressions with no doubt (Simon-Vandenbergen 2007; Davidse et al. To appear) and no question (Davidse & De Wolf 2012) have revealed interesting interactions between (nominally expressed) negation and modal meanings, with lexicalization of the strings often preceding their grammaticalization. In this paper, we will reconstruct the changes that led to the current modal and mirative (evidential) uses of expressions containing be/have + negative determiner + nouns need (1), chance (2) and wonder (3). (1) “Stop it! This is not easy for any of us . There is no need for you to make it even harder.” (WB) (2) “We are at war with these terrorists. There is no chance that they will succeed because the collective will of the Saudi people rejects their goals,” the prince said. (WB) (1) It’s no wonder Norwegians hunt whale. There’s nothing else left to catch. (WB) It is hypothesized that across the pathways reconstructed it is negative polarity that triggered the development of grammatical (modal, mirative) meaning. The pilot study on need by Van linden et al. (2011), for instance, showed that the noun need is found in both positive and negative modal expressions, but that the negative expressions always have a larger share of grammatical (as opposed to lexical) uses than the positive ones. With negative polarity being the marked variant (even literally) within the polarity paradigm (cf. Horn 2001: ch. 3), the idea is that new meaning attaches more easily to a marked value that has a formal substance than to ‘nothing’. Previous research on developments of NPIs has focused on the expressive, emphatic force of such items, such as their potential for hyperbole (e.g. Brems 2007; Eckardt 2012), which is relevant to such strings studied as ‘no’ chance. More generally, it is assumed in this paper that the discourse-pragmatic function of negation, viz. to deny expected presuppositions in the mind of the addressee (cf. Langacker 1991: 132ff) is very similar to how modal expressions function (cf. Werth 1999), as well as mirativity, which involves denial of expectations in the mind of the speaker (cf. DeLancey 2001). In other words, it is no coincidence that negative polarity in interaction with the specific nouns studied has a natural functional affinity with the various grammatical meanings the strings developed. The data used for this study will be drawn from the York-Toronto-Helsinki Parsed Corpus of Old English Prose (YCOE), Penn-Helsinki Parsed Corpus of Middle English, Second Edition (PPCME), Penn-Helsinki Parsed Corpus of Early Modern English (PPCEME), the Corpus of Late Modern English Texts, Extended version (CLMETEV), and the synchronic WordBanks Online (WB). References Davidse, Kristin, Simon De Wolf & An Van linden. To appear. The development of (there/it is / I have) no doubt expressing modal and interactional meaning. Journal of Historical Pragmatics. Davidse, Kristin, and Simon De Wolf. 2012. Lexicalization and Grammaticalization: The Development of Idioms and Grammaticalized Expressions with No Question. Text & Talk 32: 569–591. Brems, Lot. 2007. Grammaticalization of small size nouns. J. of English Linguistics 34 (4): 293-324. DeLancey, S. 2001. The mirative and evidentiality. Journal of Pragmatics 33: 369-382. Eckardt, R. 2012. The many careers of negative polarity items. In Davidse et al. (eds.), Grammaticalization, 299-325. Amsterdam: John Benjamins. Horn, L. 2001. Negation. 2nd Ed. Chicago: University of Chicago Press. Langacker, R. 1991. Foundations of cognitive grammar, vol 2. Stanford: Stanford University Press. Loureiro-Porto, L. 2010. Verbonominal constructions of necessity with þearf n. and need n.: competition and grammaticalization from OE to eModE. Englis Language and Linguistics 14: 373-397. Simon-Vandenbergen, A.M. 2007. No doubt and related expressions. A functional account. M. Hannay & G. Steen (eds) Structural-functional studies in English grammar: in honour of Lachlan Mackenzie. Amsterdam: Benjamins. Van linden, An, Lot Brems & Kristin Davidse. 2011. Have/be no need: the interaction between negation and modality in verbonominal pathways of change. Twentieth International Conference on Historical Linguistics (ICHL 20), University of Osaka, 25–30 July 2011. Werth, P. 1999. Text Worlds. London: Longman.