Velvety, orangish brown cap and stalk; white gills and flesh that exude a milky white latex; fishlike odor. Grows scattered in deciduous woods. June–September. Cap Convex, with incurved margin at first, becoming flat to vase-shaped; orangish brown; flesh white, staining brown when cut; texture velvety, dry. Latex white, abundant, staining brownish, with a fishlike odor. Gills broad; spacing crowded; pale cream-colored, bruising brown; gills attached. Stalk with equal sides; orangish brown, often the same color as the cap; texture dry. Spore print white. Spores magnified are round, ornamented. This mushroom has a definite fishlike odor after handling or with age. The cap looks like orangish brown velvet.
Lookalikes: The hygrophorus milky (Lactarius hygrophoroides) has distant gills, lacks an odor, and does not discolor.