Children of obese mothers have increased risk of metabolic syndrome as adults. Here we report the effects of a high-fat diet in the absence of maternal obesity at conception on skeletal muscle metabolic and transcriptional profiles of adult male offspring. Female Sprague Dawley rats were fed a diet rich in saturated fat and sucrose [high-fat diet (HFD): 23.5 total fat, 9.83 saturated fat, 20 sucrose wt:wt] or a normal control diet [(CD) 7 total fat, 0.5 saturated fat, 10 sucrose wt:wt] for the 3 wk prior to mating and throughout pregnancy and lactation. Maternal weights were not different at conception; however, HFD-fed dams were 22 heavier than controls during pregnancy. On a normal diet, the male offspring of HFD-fed dams were not heavier than controls but demonstrated features of insulin resistance, including elevated plasma insulin concentration [40.1 +/- 2.5 (CD) vs 56.2 +/- 6.1 (HFD) mU/L; P = 0.023]. Next-generation mRNA sequencing was used to identify differentially expressed genes in the offspring soleus muscle, and gene set enrichment analysis (GSEA) was used to detect coordinated changes that are characteristic of a biological function. GSEA identified 15 upregulated pathways, including cytokine signaling (P <0.005), starch and sucrose metabolism (P <0.017), inflammatory response (P <0.024), and cytokine-cytokine receptor interaction (P <0.037). A further 8 pathways were downregulated, including oxidative phosphorylation (P <0.004), mitochondrial matrix (P <0.006), and electron transport/uncoupling (P <0.022). Phosphorylation of the insulin signaling protein kinase B was reduced [2.86 +/- 0.63 (CD) vs 1.02 +/- 0.27 (HFD); P = 0.027] and mitochondrial complexes I, II, and V protein were downregulated by 50-68 (P <0.005). On a normal diet, the male offspring of HFD-fed dams did not become obese adults but developed insulin resistance, with transcriptional evidence of muscle cytokine activation, inflammation, and mitochondrial dysfunction. These data indicate that maternal overnutrition, even in the absence of prepregnancy obesity, can promote metabolic dysregulation and predispose offspring to type 2 diabetes.