Dedicated to Professor Steven Ley on the occasion of his 60th birthday Ammonium, phosphonium, and sulfonium ylides are powerful and versatile reagents in organic chemistry, which undergo three important types of reaction: olefination, cyclization to a three-membered ring, and rearrangement.[1] The reactivity and selectivity of the ylides in these reactions depend on the nature of the central heteroatom. The nucleophilicity of the carbon centre of the ylides is one important aspect of their reactivity, which is affected by the degree to which the onium group stabilizes the adjacent negative charge. It has been shown that stabilization increases in the order O < N ! P < S.[2] However, this feature alone does not explain all the observed reactivity. We present comparative computational data which suggest that the differences are mainly due to the differing leaving group ability of the respective onium groups. The calculations [3] are carried out using the accurate B3LYP density functional, which is known to describe trends of the kind studied here accurately. [4,5] We also include a continuum solvent model in all calculations as the gas-phase potential energy surfaces are qualitatively inaccurate for some of these very polar species. [5] In the reaction with organoboranes, sulfonium ylides give homologation products at low temperature [6] while the more nucleophilic ammonium ylides react only at reflux of THF, [7] and phosphonium ylides require temperatures above 130 8C.[8]The energy profile [3] for the reaction of BMe 3 with ylides 1 involves barrierless addition to form ate complex 2, followed by rate-determining 1,2-migration (Figure 1). The first step is most exothermic for the ammonium and oxonium ylides while the barrier for migration is smallest with the oxonium ylide and largest with the phosphonium derivative. Nucleophilicity of the onium ylides is clearly irrelevant for this process, with the key factor being instead the leaving group ability of the onium group, which decreases in the order O > S > N > P.For epoxidation, observed reactivity does not correlate with carbon nucleophilicity either. Sulfonium ylides react with aldehydes at temperatures as low as À78 8C, [9] whilst room temperature is required using ammonium ylides.[10] This is consistent with the energy profile [3] for the reaction of the ylides 1 with benzaldehyde, and again, the higher reactivity of the sulfur-based species is due to a lower barrier in the intramolecular substitution step (Figure 2). In this reaction, the initial addition step is barrierless with the more nucleophilic ammonium ylide, and hence more favorable than with the sulfonium ylide, where a small barrier is observed. In the latter case, though, addition is the only demanding (and ratelimiting) step, whereas with nitrogen, betaine formation is followed by slower decomposition over a 15 kcal mol À1 barrier. This is consistent with the experimental observation that b-hydroxy ammonium salts are isolated upon work-up of the reaction of ammonium ylides at low temperature. [11...