Octopi are well-known for their ability to color adapt to their environment, even to extremely complex, variegated color patterns. The mimic octopus is special because it not only mimics visual charateristics of its environment, but behavioral characteristics of other species. It has learned to swim and contort into a flatfish, a sea-snake, and a lionfish. Similar to Brian Massumi’s concept of ‘becoming-dog’ (after Deleuze), this creature changes in kind rather than degree.