Flashy flounder.

The chameleon may be nature's best-known quick-change artist. But recent research from the University of California at San Diego suggests that the tropical flounder is nature's true master of disguise.

The fish can change its coloring to blend in with any background in just eight seconds, says scientist Vilayanur Ramachandran. That's the fastest change of "face" ever observed for a flounder. And it's particularly amazing given the range of backgrounds on which Ramachandran tested the fish.

For example, when he moved the fish from sandy sea floors to black-and-white checkerboard and polka-dot patterns, the flounder quickly sported squares and dots. What's more, once a flounder "learned" a particular pattern during its first test, it could mimic the design in just two seconds when tested again. This trait provides quick camouflage in the flounder's tropical habitat, Ramachandran says.

Ramachandran, a neurologist, thinks the secret to the flounder's quick-change ability lies in its brain as well as its skin. First, he theorizes, the flounder's brain cells receive visual information from the eyes and recognize the patterns and colors in its environment. Then these cells signal pigment, or color, cells in the skin.

Pigment cells cover the flounder's skin, Ramachandran says. They form repeating patterns made up of at least six differently shaped markings, including spots, rings, and H-shapes. So, by controlling which markings are light and which are dark, the fish's brain plays "paint-by-numbers" on the fish's skin.