In a prenatal model of classical conditioning, rat fetuses received presentations of an artificial nipple (conditioned stimulus; CS) paired with milk (unconditioned stimulus). Infusion of milk promotes activity in the kappa opioid system of the fetus, but after 2, 3, or 6 pairings with the artificial nipple, milk evoked both kappa and mu opioid activity. The nipple CS has no effect on opioid activity, but after pairing with milk evoked a mu opioid response. Conditioned mu opioid activity was evident in 60% of subjects tested after 1 paired conditioning trial. Significantly more fetal subjects (90%) exhibited conditioned opioid activity if preexposed to the nipple twice before conditioning. CS preexposure altered behavior during the conditioning trial, with preexposed fetuses showing more pronounced responses to milk infusion. Exposure to familiar stimuli facilitates classical conditioning of physiological responses, including opioid activity, during the first suckling episode.