The mechanism of formation of the Breslow intermediate (BI) under aprotic conditions is investigated with density functional theory (DFT) calculations. The zwitterionic adduct (ZA) is formed by the first addition of an imidazolinylidene to benzaldehyde. The forward reaction is found to proceed through the second addition of the ZA to another benzaldehyde, and subsequent proton migration gives a hemiacetal. The bimolecular reaction enables the conversion of the ZA to a more reactive hemiacetal, which is further decomposed to the BI with the assistance of the ZA. During the ZA-assisted process, the hemiacetal and the BI act as hydrogen bond donors to stabilize the ZA. The hydrogen bond interactions between the ZA and the BI or hemiacetal are analyzed. The DFT computations demonstrate that along the proposed route, the proton migration leading to the hemiacetal intermediate is the rate-determining step (ΔG⧧ = 21.2 kcal mol-1). The bimolecular mechanism provides an alternative pathway to explain BI formation under aprotic conditions.