The effect of intralipid itself on the developing brain has not been investigated; however, we designed an experiment to examine whether intralipid itself can cause apoptotic neurodegeneration in the fetus and cause learning and memory impairment in the offspring when administered to pregnant rats. With IACUC approval, 24 pregnant Sprague-Dawley rats were used in this study. Normal saline (control) or 20% intralipid emulsion (the vehicle of propofol) were infused to pregnant rats (gestational day 20) via a tail vein catheter for 1 h. The final volume for saline and intralipid emulsion was around 2.0 ml. Brain tissues of fetal rats were harvested at 6 h later and subjected to Western blot to assess cleaved caspase-3 levels. Separately, another two groups of pregnant rats were allowed to deliver via normal vaginal delivery after infusion. Locomotor activity of the offspring on postnatal day (P28) were monitored using TruScan 2.0, spatial working memory was assessed from P28 using an 8-arm radial maze. The number of total errors, number of correct choices to first error, and time to complete the maze was recorded and analysed using a repeated measure Analysis of Variance (ANOVA), with P<0.05 being considered statistically significant.