Background: Organisms evolve complex traits by recruiting existing programs to new contexts, referred as co-option. Within a species, single upstream regulators can trigger full differentiation programs. Distinguishing whether co-option of differentiation programs results from variation in single regulator, or in multiple genes, is key for understanding how complex traits evolve. As an experimentally accessible model for studying this question we turned to budding yeast, where a differentiation program (filamentous) is activated in S. cerevisiae only upon starvation, but used by the related species S. paradoxus also in rich conditions. Results: To define expression variations associated with species-specific activation of the filamentous program, we profiled the transcriptome of S. cerevisiae, S. paradoxus and their hybrid along two cell cycles at 5-minutes resolution. As expected in cases of co-option, expression of oscillating genes varies between the species in synchrony with their growth phenotypes and was dominated by upstream trans-variations. Focusing on regulators of filamentous growth, we identified gene-linked variations (cis) in multiple genes across regulatory layers, which propagated to affect expression of target genes, as well as binding specificities of downstream transcription factor. Unexpectedly, variations in regulators essential for S. cerevisiae filamentation were individually too weak to explain activation of this program in S. paradoxus. Conclusions: Our study reveals the complex architecture of regulatory variation associated with species-specific use of a differentiation program. Based on these results, we suggest a new model in which evolutionary co-option of complex traits is stabilized in a distributed manner through multiple weak-effect variations accumulating throughout the regulatory network.including size, growth pattern, and body morphology [2][3][4]. A compelling model is that complex traits do not evolve de-novo but emerge through recruitment (co-option) of existing gene expression program to new contexts. Evidence supporting co-option were presented in the context of morphological evolution, where major interspecies differences in the positioning of body appendages or wing patterns were linked to variations in cis-regulatory elements controlling the expression of major regulators, including homeobox transcription factors or developmental signaling proteins [5][6][7][8][9][10].Modulating the expression of single upstream regulators provides a genetic shortcut for the evolution of complex traits [11]. Complicating this view, however, is the fact that gene expression networks, such as these activating complex traits, are polygenic and include multiple activators and inhibitors that could act as drivers [12]. Further, due to the inter-connected nature of genetic circuits, variations in seemingly distant genes could propagate to influence the same phenotype [13]. This was exemplified recently in Drosophila, where expression variation in a Hox gene that correlated with morphological...