Octopus, squid, cuttlefish, and other cephalopods exhibit exceptional capabilities for visually adapting to or differentiating from the coloration and texture of their surroundings, for the purpose of concealment, communication, predation, and reproduction. Longstanding interest in and emerging understanding of the underlying ultrastructure, physiological control, and photonic interactions has recently led to efforts in the construction of artificial systems that have key attributes found in the skins of these organisms. Despite several promising options in active materials for mimicking biological color tuning, existing routes to integrated systems do not include critical capabilities in distributed sensing and actuation. Research described here represents progress in this direction, demonstrated through the construction, experimental study, and computational modeling of materials, device elements, and integration schemes for cephalopod-inspired flexible sheets that can autonomously sense and adapt to the coloration of their surroundings. These systems combine high-performance, multiplexed arrays of actuators and photodetectors in laminated, multilayer configurations on flexible substrates, with overlaid arrangements of pixelated, color-changing elements. The concepts provide realistic routes to thin sheets that can be conformally wrapped onto solid objects to modulate their visual appearance, with potential relevance to consumer, industrial, and military applications.flexible electronics | metachrosis | thermochromic R ecently established understanding of many of the key organ and cellular level mechanisms of cephalopod metachrosis (1-5) creates opportunities for the development of engineered systems that adopt similar principles. Here, critical capabilities in distributed sensing and actuation (6-9) must be coupled with elements that provide tunable coloration, such as the thermochromic systems reported here or alternatives such as cholesteric liquid crystals (10-13), electrokinetic and electrofluidic structures (14, 15), or colloidal crystals (16)(17)(18)(19). Although interactive displays that incorporate distributed sensors for advanced touch interfaces (20-22) might have some relevance, such capabilities have not been explored in flexible systems or in designs that enable adaptive camouflage. The results reported here show that advances in heterogeneous integration and high-performance flexible/stretchable electronics provide a solution to these critical subsystems when exploited in thin multilayer, multifunctional assemblies. The findings encompass a complete set of materials, components, and integration schemes that enable adaptive optoelectronic camouflage sheets with designs that capture key features and functional capabilities of the skins of cephalopods. These systems combine semiconductor actuators, switching components, and light sensors with inorganic reflectors and organic color-changing materials in a way that allows autonomous matching to background coloration, through the well-known, separate...