We describe the histological basis of color metamorphosis in the polychromatic Midas cichlid, Cichlasoma citrinellum. Eight percent of the individuals in a natural population transform from gray with black markings to orange, simultaneously losing their ability to adjust coloration in response to background and social context. This trait is inherited. Light- and electron microscopy revealed that this transformation is a two-step process. First, the melanophores die, then macrophage-like cells remove the debris. As a result of this initial process, the underlying xanthophores become visible, producing the orange coloration. A similar process may occur in individuals that further transform to white, or go directly from gray to white.