I backed a baby quilt with flannel and yes it did pill. Someone on the board recommended prewashing the flannel at least two times to deal with all the shrinkage. Even with the pilling, though, it's very soft and I thought it would be particularly good for a baby quilt. I just used flannel from Wal-Mart. I could be cuirous if a higher quality flannel (moda or the like) would pill as much......