Cephalopods are widely regarded as the most intelligent of the invertebrates and have well developed senses and large brains; larger than the brains of gastropods or bivalves. Except nautiluses, cephalopods have special skin cells called chromatophores that change color and are used for communication and camouflage. The nervous system of cephalopods is the most complex of the invertebrates. The giant nerve fibers of the cephalopod mantle have been a favorite experimental material of neurophysiologists for many years; their large diameter (due to lack of myelination) makes them easier to study.

Cephalopod vision is acute, and training experiments have shown that the Common Octopus can distinguish the brightness, size, shape, and horizontal or vertical orientation of objects. Cephalopods' eyes are also sensitive to the plane of polarization of light. Surprisingly in light of their ability to change color, most are probably color blind. When camouflaging themselves, they use their chromatophores to change brightness and pattern according to the background they see, but their ability to match the specific color of a background probably comes from cells such as iridophores and leucophores that reflect light from the environment. Evidence of color vision has been found in only one species, the Sparkling Enope Squid

Cephalopods are the only molluscs with a closed circulatory system. They have two gill hearts (also known as branchial hearts) that move blood through the capillaries of the gills. A single systemic heart then pumps the oxygenated blood through the rest of the body.[7]

Like most molluscs, cephalopods use hemocyanin, a copper-containing protein, rather than hemoglobin to transport oxygen. As a result, their blood is colorless when deoxygenated and turns blue when exposed to air

Cephalopods move primarily by jet propulsion, a very energy-consuming way to travel compared to the tail propulsion used by fish. The relative efficiency of jet propulsion degrades with larger animals. This is probably why many species prefer to use their fins or arms for locomotion if possible. Oxygenated water is taken into the mantle cavity to the gills and through muscular contraction of this cavity, the spent water is expelled through the hyponome, created by a fold in the mantle. Motion of the cephalopods is usually backward as water is forced out anteriorly through the hyponome, but direction can be controlled somewhat by pointing it in different directions.(Campbell, Reece, & Mitchell, p.612)

Some octopus species are also able to walk along the sea bed. Squids and cuttlefish can move short distances in any direction by rippling of a flap of muscle around the mantle.