In this paper I propose and formalize a theory of the mass-count distinction in which the denotations of count nouns are built from non-overlapping generators, while the denotations of mass nouns are built from overlapping generators. Counting is counting of generators, and it will follow that counting is only correct on count denotations. I will show that the theory allows two kinds of mass nouns: mess mass nouns with denotations built from overlapping minimal generators, and neat mass nouns with denotations built from overlapping generators, where the overlap is not located in the minimal generators. Prototypical mass nouns like meat and mud are of the first kind. I will argue that mass nouns like furniture and kitchenware are of the sec...