Several amino acid side-chain hydropathy scales have been devised on the basis of solubility and water/organic solvent partitioning data obtained with free amino acids or side-chain analogs. In nearly all cases, these scales are based upon the structure-additivity assumption; it has been assumed that the transfer free energies of the amino acid side-chains are the same in these model compounds as they are in a polypeptide. This assumption is probably wrong. In the present study, deviations from additivity for amino acid side-chains are demonstrated by comparing a theoretically derived scale, which N-acetylamino acid amides. The results show that the flanking peptide bonds dramatically reduce the hydrophilicity of the polar side-chains, with deviations up to several kilocalories (1 kcal = 4.184 kJ) for the charged side-chains at pH 7.0. Further calculation shows that these deviations are due to reductions of 40 to 85% in the unfavorable transfer free energy of the polar functional groups. In addition, proximity of the neighboring amide bonds in the parent molecule (N-acetylglycine amide) decreases the hydrophilicity of the -CONH-backbone unit by 36%. This decrease is expected to be twice as large for -CONH- units in the interior of a polypeptide backbone. The significance of these observations is: (1) valid hydropathy scales can be obtained only with model peptides; (2) deviations from additivity are expected in all solvent systems, including non-polar solvents that are thought to mimic the interior of a membrane; (3) the spontaneous insertion of polypeptides into membranes is likely to occur much more readily than has been previously thought. In order to estimate the free energy of transferring the side-chains and the polypeptide backbone from water to the interior of a lipid bilayer, the results of this study are used to construct a hydropathy scale based upon the partitioning of solutes between water and non-polar solvents. The validity of hydropathy scales that are based on criteria other than solubility and water/organic solvent partitioning data is also discussed.