An aqueous fluid filter assembly with aeration mitigation includes a cap, a bowl engaging the cap and defining a filter volume, and a filter element disposed in the filter volume. The filter element is sealed against an interior of the cap and an interior of the bowl to provide an unfiltered volume and a filtered volume. An inlet is in fluid communication with the unfiltered volume and an outlet is in fluid communication with the filtered volume via a pickup section. The pickup section has a pick-up section inlet extending into the filtered volume and an air-metering orifice, wherein the air-metering orifice has a diameter less than 30% of the diameter of the pick-up section inlet and the pick-up section inlet is located below the air-metering orifice.