This top will be great for fall. The material is a nice substantial jersey knit, not too thin. I love the cowl neckline and the flared sleeves, although the sleeves feel just a bit short on me (I'm 5'11"). My only complaint is that overall it feels a bit snug. Even with the side ruching I feel like it's a little tight over my stomach. It's manageable, but I won't be able to layer it with a tank underneath when the weather gets really chilly. I ordered a size 3/Large and I know from past experience that a size 4/XL in Peek-a-boo is too big for me. I have always felt that their sizing isn't consistent throughout their line, so I know that this will have to do. Despite that, I wouldn't hesitate to recommend this top as a stylish addition to any nursing mother's fall wardrobe.