This paper describes a new mechanistic feature for the Staudinger ketene-alkene cycloaddition reactions to give cyclobutanones. Low-temperature NMR (C-13, F-19, and H-1) monitoring of a reaction between bis(trifluoromethyl)ketene (1) and ethyl vinyl ether (2) has shown that the Staudinger reaction proceeds to form initially and exclusively an alpha-methyleneoxetane (3) by [2 + 2](c=o) cycloaddition across the ketene C=O bond. The initial intermediate 3 undergoes ring cleavage to produce a 1,4-zwitterion (4), which is converted to the final [2 + 2](C=C)-type product, cyclobutanone (5). The key intermediate 3 has been isolated in its pure form and was found to be converted to the final products 5 on warming, via the 1,4-zwitterion 4. The alpha-methyleneoxetane 3 is so reactive that it reacts with methanol rapidly even at -80 degreesC via solvolysis to afford an adduct 7. The ion 4 derived from the pure isolated oxetane 3 was intercepted with acetone by a 1,4-dipolar cycloaddition to give a 1,3-dioxane 8. An open-chain alpha,beta-enone (6) has been also obtained from 3. We conclude that the (11 + 2) reaction proceeds in a new three-step mechanism; formation of an a-methyleneoxetane 3, a [2 + 2]-type cycloadduct across the C=O bond of ketene, followed by ring cleavage to give the zwitterion 4 and by recombination to form the final product, cyclobutanone 5. The zwitterion 4 is not equilibrating with reactants 1 and 2 but comes from the alpha-methyleneoxetane 3. Exclusive formation of another oxetane 12 has been observed in a reaction between diphenylketene (9) and methyl isopropenyl ether (11). The selectivity of initial formation of cyclobutanone or oxetane has been generalized with aid of frontier-orbital theory and ab initio calculations.