Previous studies of the English passive have not recognized a subtype whose auxiliaries are not simply be or get, but transitive grammatical verbs, in particular have, get, want, need, see or hear. These “indirect passives,” as I call them, are shown here to be verbal and not adjectival, and to not consist of embedded passive clauses containing simple passives, such as reduced relatives or other types of “small clauses.” Rather, indirect passives are structurally parallel to the traditional (“direct”) passives, except that their auxiliaries are transitive rather than intransitive verbs. Both passive and active participle phrases, of all subtypes, are argued here to be adjective phrases (APs), whose verbs have word-internal right hand heads, the As -en and -ing. Passive auxiliaries in both direct and indirect passives are then grammatical verbs that select adjective phrase complements.The limitation of passive auxiliaries to grammatical rather than open class verbs provides crucial evidence for dividing lexicons into two components, whose members enter syntactic derivations differently. Open class items, including the -en and -ing heads of lexically stored adjectives, enter trees only when derivational phases begin, while closed class items, including auxiliaries and the inflectional endings -en and -ing, can also enter derivations “late,”after a phasal domain is sent to Logical Form. Their “empty A heads” are neither interpreted as properties nor visible during the next derivational phase τ, prior to the late insertion of closed class items on τ. Consequently, even though they are distributionally and often morphologically APs, the inflectional participles (so called verbal passives and progressives) all exhibit familiar internal V-headed syntactic patterns.