Melanocytes play critical roles in mammals, including the regulation of constitutive pigmentation in the skin, hair, and eyes, in embryological development, and in photoprotection from ionizing radiation. The pigments themselves, possibly due to the inherent cytotoxic properties of their precursors, are synthesized and deposited within membrane-bound organelles known as melanosomes. However, the structure of melanosomes, and thus their characteristic properties, varies widely, from relatively disorganized, poorly pigmented pheomelanosomes to highly structured, melanized eumelanosomes. Melanocytes respond to various physiological stimuli, such as melanocyte-stimulating hormone (MSH), agouti signal protein (ASP), endothelins and/or ultraviolet light (UVL) by highly complex intracellular signaling mechanisms that can elicit dramatic changes in melanosome and melanocyte morphology. MSH and UVL stimulate transcription of melanogenic genes that elicit dramatic increases in the amount of eumelanins produced, whereas ASP serves as an antagonist of MSH and inhibits the transcription of those same genes. Recent studies have shown that melanocyte-specific transcription factors, such as MITF, play important roles in these responses, but ubiquitous transcription factors, such as ITF2 and E2A, are also involved. Virtually all known intracellular signaling pathways affect one or more parameters of pigmentation, and it is clear that both melanocyte-specific and basic housekeeping processes are affected by such modulation. The properties of melanins, including their photoprotective function, may be optimized by such stimulatory responses. Studies targeted at elucidating the regulatory mechanisms involved and the functional changes that result demonstrate that the melanosome is the perfect model to study such biological response mechanisms.