The ‘Mimic Octopus’Thaumoctopus mimicus Norman & Hochberg, 2005 exhibits a conspicuous primary defence mechanism (high-contrast colour pattern during ‘flatfish swimming’) that may involve facultative imperfect mimicry of conspicuous and/or inconspicuous models, both toxic and non-toxic (Soleidae and Bothidae). Here, we examine relationships between behavioural and morphological elements of conspicuous flatfish swimming in extant octopodids (Cephalopoda: Octopodidae), and reconstructed ancestral states, to examine potential influences on the evolution of this rare defence mechanism. We address the order of trait distribution to explore whether conspicuous flatfish swimming may be an exaptation that usurps a previously evolved form of locomotion for a new purpose. Contrary to our predictions, based on the relationships we examined, flatfish swimming appears to have evolved concurrently with extremely long arms, in a clade of sand-dwelling species. The conspicuous body colour pattern displayed by swimming T. mimicus may represent a secondary adaptation potentially allowing for mimicry of a toxic sole, improved disruptive coloration, and/or aposematic coloration. © 2010 The Linnean Society of London, Biological Journal of the Linnean Society, 2010, 101, 68–77.