The acetic acid catalyzed three-component reaction of pyrrolidine, aromatic aldehydes and 4-arylidene-5-methyl-2-phenylpyrazol-3-one in refluxing toluene gave functionalized 7'-(E)benzylidenespiro[pyrazole-4,1'-pyrrolizines] in good yields and with high diastereoselectivity. The similar reaction with 2arylidene-N,N'-dimethylbarbiturates resulted in mixture of Z/Eisomers of 7'-arylidenespiro[pyrimidine-5,1'-pyrrolizines] in good yields. However, the three-component with N-phenylmaleimides and sequential oxidation with DDQ reaction gave 8-(E)-arylidenedihydropyrrolo[3,4-a]pyrrolizines in satisfactory yields. The reaction mechanism included sequential β-CÀ H functionalization of pyrrolidine, generation of conjugated azomethine ylides, and sequential [3 + 2] cycloaddition with active alkenes.