The ability of four different brainstem motoneuron pools to perform a newly acquired motor task was studied in alert cats. A classical conditioning of eyelid responses was carried out in (i). unoperated animals, and in animals with (ii). transection, 180 degrees rotation, and re-suture of the zygomatic facial nerve branch, (iii). a crossed anastomosis of the buccal to the zygomatic facial nerve branch and (iv). a hypoglossal-facial nerve anastomosis. Animals were conditioned with a delay paradigm using a tone (350 ms, 600 Hz, 90 dB) as conditioned stimulus, followed 250 ms later by an air puff (100 ms, 3 kg/cm2) as unconditioned stimulus. Animals with zygomatic nerve rotation performed conditioned responses (CRs) at control rate, with significantly larger amplitude, area and velocity, but a de-synchronized oscillatory pattern. Animals with buccal-zygomatic anastomosis acquired CRs at control rate, but these CRs had significantly smaller amplitude than those of controls and a de-synchronized pattern. Animals with a hypoglossal-facial anastomosis were unable to perform CRs. The trigeminal hyper-reflexia triggered by the axotomy was probably the origin of the large CRs after zygomatic nerve rotation. Trigeminal hyper-reflexia could also contribute to generation of the small CRs recorded after buccal-zygomatic anastomosis. Although trigeminal hyper-reflexia was also present following hypoglossal-facial anastomosis, hypoglossal motoneurons did not reach their firing threshold to perform CRs. In accordance with the embryonic origin of involved motoneurons, animals with buccal-zygomatic and hypoglossal-facial anastomoses moved the ipsilateral eyelid synchronously to mouth-related activities. It is suggested that there is a gradient of adaptability in motoneuron pools forced to perform new motor tasks through foreign muscles, which depends on their embryological origins and functional properties.