The existence of organized responses to milk in newborn mammals, which lack experience at the nipple, implies the prenatal development of neural and behavioral systems for recognizing, obtaining, and processing milk. Many components of milk-directed behavior have been identified in the fetus. The stretch response expressed by neonatal rats during milk ejection at the nipple can be elicited before birth by infusing milk into the mouth of the fetus. Milk promotes reorganization of fetal motor behavior, facilitates expression of the stretch response, and alters fetal responsiveness to cutaneous stimulation. Pretreatment of fetuses with opioid agonists and antagonists has confirmed involvement of the mu and kappa opioid systems in mediating the effects of milk. Opioids appear to play a dual role in milk-oriented behavior: Initially, opioids suppress behavioral responses of the fetus and neonate to novelty, permitting ingestion of milk, and secondarily, opioid activity can promote learning at the nipple by functioning as a reinforcer. Study of milk-directed behavior in the fetus may promote better understanding of the special needs of preterm human infants.