Abstract Sleep in animals plays roles that appear specific to the brain, including synaptic homeostasis [1], neurotransmitter regulation [2], cellular repair [3], memory consolidation [4], and neural plasticity [5,6]. Would any of these functions of sleep be relevant to an animal without a brain? The upside-down jellyfish Cassiopea xamachana , like other cnidarians, lacks a centralized nervous system, yet the animal sleeps [7]. By tracking the propensity of the radially spaced ganglia to initiate muscle contractions over several days we determined how neural activity changes between sleep and wake in a decentralized nervous system. Ganglia-network sleep/ wake activity patterns range from being highly specialized to a few ganglia, to being completely unspecialized. Ganglia specialization also changes over time, indicating a high degree of plasticity in the neural network. The ganglia that lead activity can persist or switch between sleep/wake transitions, signifying a level of local control of the behavioral state in a decentralized nervous system. Following sleep deprivation, ganglia usage becomes far more sleep specialized, demonstrating reduced network plasticity. Together, these findings identify a novel behavioral control system that is decentralized and yet displays temporal specialization and centralization, and show a role for sleep in maintaining neural network plasticity, revealing a conserved function of sleep in this brain-less animal.