"It completely freaked me out," says Carnie Wilson of recently gaining 15 lbs. in just three months. Since her 1999 gastric bypass, Wilson, once 300 lbs., had lost half her body weight, dropped 20 dress sizes and maintained at around a healthy 160 lbs. So last fall, when she saw the needle climb past 165, then 175 and rise higher still, she says, "I was panicking." She knew it was for a good reason—she was eating for two—but still looking for reassurance, she asked her husband of four years, musician Rob Bonfiglio, the question every man fears: "Am I fat?" No hemming or hawing, Bonfiglio bravely told her: "I'm not going to lie: Your belly is bigger! You're pregnant!"

"It's a beautiful thing," she says now, happily rubbing her seven-months-pregnant tummy. "There is a beautiful baby growing in there." In May the couple will welcome a daughter, whom they are planning to call Lola Sofia. Now up 40 lbs., "I'm not freaking out anymore," says Wilson, 36. "I do feel ugly because I'm blown up, but also beautiful because I'm carrying this life inside me. Pregnancy is a whole new experience for me. Now I eat to be healthy—I don't feel like Gastric Bypass Girl." Still, her bypass surgery—which reduced her stomach to the size of a golf ball, forcing her to eat only small portions—played an important part in her decision to have a baby. Initially, she had concerns: If she was eating so little, would the baby get enough nutrients? Yes, her doctor told her, as long as she continued to take her cocktail of vitamins that she'd been instructed to take since her surgery. "If you get pregnant at three or four months after surgery, in that stage of rapid weight loss, then the baby might suffer. But Carnie is several years out of surgery, so her baby will get all its nutrients," says Wilson's gastric-bypass surgeon Dr. Alan Wittgrove, whom Wilson consulted about her pregnancy. "Actually, there is less risk of having a baby after gastric bypass than having a baby while you're morbidly obese. The gastric-bypass patient is pretty much a normal-risk patient." (See box.)

And like a normal mom-to-be, "I was eating all the time—food tastes so good when you're pregnant!" she says. "My body was saying, 'Bread! Cheese! Milk!' And I'd be snacking all day long. That's recommended for pregnant women, but not for a bypass patient. So I was doing something different from what I was used to, and that was scary." Eventually she settled back into eating in a way that was familiar: "Less carbs, more protein, drink my water, eat my vitamins. The only thing [different] is I'm eating dessert. I crave chocolate. I'll have a taste." She has since reined in the noshing too. "If you snack too much, the opening from your stomach can stretch, and the food doesn't stay in your stomach to keep you full," she explains. But her stomach will not get bigger, no matter how much she outwardly expands. "She doesn't have to have another gastric-bypass surgery, not at all," says Dr. Wittgrove. "Her stomach size should stay stable."

For the most part, she says, "it's been an easy pregnancy." Yes, she's had swollen fingers, wild dreams ("last night I dreamt my dog took acid") and lumberjack snoring. But on the plus side, she says, "Oh, and my libido has really been acting up the last three weeks!"

Wilson has been too exhausted to keep up her usual exercise routine of walking and weight training. "I'm moving all day long, but that's about it." But she's making plans to get back on track after Lola is born. She knows some people will be watching to see how long it takes her to return to her pre-baby size. Still, she says, "I'm not worried about losing the weight." There's a crib in her home gym, so Lola can snooze during Mom's workouts. "I have a trainer who will come four days a week. I'm going to take this very seriously." For now, though, it's all about Lola. "We have headphones that we put on Carnie's belly, and we let Lola listen to music," says Bonfiglio, 37. Says Wilson: "She loves Sinatra. She starts kicking as soon as we put Frank Sinatra on, like she's dancing inside. We give her a taste of everything: Beethoven, Donna Summer, Sade, our favorite Beach Boys album, Friends. We play Wilson Phillips for her too."

Wilson's bandmates—her sister Wendy, 35, and Chynna Phillips, 37—have provided more than just a soundtrack for the pregnancy; both had babies in the past six months and are on Carnie's speed dial. "She calls me a couple of times a day to ask me little questions," says Wendy. " 'Did you ever get heat in your legs?' or 'Did you ever feel no kicking for a certain amount of time?' I love being there to make her feel at ease. It's been a great experience for us as sisters. I'm so excited our kids will grow up together."

It has been a bonding experience for Carnie and her parents too. Dad Brian, says Carnie, can't wait for the baby. And she and her mom, Marilyn (who was divorced from the former Beach Boy in 1979), "love to buy clothes for Lola," says Bonfiglio. Among Marilyn's other key purchases: a Bugaboo Frog stroller and an advice book by TVs Supernanny. Already in Lola's closet are some 10 dresses and 15 pairs of shoes, including tiny pink Ugg boots. That's just the beginning. Says Wilson: "I'm going to have three baby showers!"

Luckily the couple have made room for all the baby booty in Lola's just-completed nursery, where Wilson spends many evenings in a rocking chair, knitting baby blankets and reading stacks of parenting books. Her work also has taken a homier turn: She has written a cookbook, due out in September, called To Serve with Love, which includes both skinny salads and rich mac and cheese. It is pointedly not a post-bypass diet book. "I understand that I'm a role model," she says. "And that's great. But sometimes I just want to be me, Carnie, being pregnant. People look at me now and look at my stomach, and they smile. It's amazing."

Allison Adato. Ulrica Wihlborg in L.A.

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  • Ulrica Wihlborg.