Quantitative nucleophilicity scales are fundamental to organic chemistry and are usually constructed on the basis of Mayr's equation [log k=s(N+E)] by using benzhydrylium ions as reference electrophiles. Here an ab initio protocol was developed for the first time to predict the nucleophilicity parameters N of various pi nucleophiles in CH(2)Cl(2) through transition-state calculations. The optimized theoretical model (BH&HLYP/6-311++G(3df,2p)//B3LYP/6-311+G(d,p)/PCM/UAHF) could predict the N values of structurally unrelated pi nucleophiles within a precision of ca. 1.14 units and therefore may find applications for the prediction of nucleophilicity of compounds that are not readily amenable to experimental characterization. The success in predicting N parameters from first principles also allowed us to analyze in depth the electrostatic, steric, and solvation energies involved in electrophile-nucleophile reactions. We found that solvation does not play an important role in the validity of Mayr's equation. On the other hand, the correlations of the E, N, and log k values with the energies of the frontier molecular orbitals indicated that electrostatic/charge-transfer interactions play vital roles in Mayr's equation. Surprising correlations observed between the electrophile-nucleophile C-C distances in the transition state, the activation energy barriers, and the E and N parameters indicate the importance of steric interactions in Mayr's equation. A method is then proposed to separate the attraction and repulsion energies in the nucleophile-electrophile interaction. It was found that the attraction energy correlated with N+E, whereas the repulsion energy correlated to the s parameter.