Chameleon (comics)

The Chameleon (Dmitri Smerdyakov) is a fictional character, a supervillain appearing in American comic books published by Marvel Comics. The Chameleon is depicted as being the first supervillain for Spider-Man to face by first appearing in the original issue of The Amazing Spider-Man. He is commonly depicted as a master of disguise and a brother of Kraven the Hunter and has appeared in various Spider-Man media.

Publication history
Created by writer Stan Lee and artist Steve Ditko, the character first appeared in The Amazing Spider-Man #1 (March 1963), making him the first member of Spider-Man's rogues' gallery, based on issue publication date, excluding the burglar who murdered Ben Parker (Supercharger was the first Spider-Man supervillain chronologically ). He is also well known to be related to Kraven the Hunter and Kraven to him. That revealed relationship helped evolve him as a major villain compared to his original depiction of being just a solo villain in the original issue of ''The Amazing Spider-Man. ''

Fictional character biography
The Chameleon was born a Soviet citizen named Dmitri Smerdyakov (Дмитрий Смердяков). In his youth, he was a servant and half-brother to Kraven the Hunter (Sergei Kravinoff) and eventually became a minor associate to Gustav Fiers. Although Dmitri and Sergei were friends, Sergei was often abusive to Smerdyakov, leading to a combination of admiration and resentment towards Kravinoff. Eventually, Smerdyakov emigrated to the United States of America. As he had made a talent for himself during his youth, impressing his brother by impersonating friends and neighbors, he assumed an even more impressive disguise: the identity of Chameleon. During his first known criminal outing, he impersonated Spider-Man, though he was exposed and arrested. Shortly afterward, Kravinoff, now Kraven the Hunter, himself came to America, and the Chameleon set his old associate's sights on Spider-Man. Both men became long-time enemies of Spider-Man, part of his primary rogues' gallery.

The Chameleon inspired Kraven to begin hunting Spider-Man, inviting Kraven to dispose of the hero. With Kraven, the Chameleon battled Iron Man, and then confronted the Hulk. At one point, the Chameleon disguised himself as Hank Pym, and robbed Pym's laboratory for documents to combat Virus Nine. While delivering the documents and a shrunken Hulk to HYDRA, he was encountered and defeated by Ant-Man. The Chameleon disguised himself as the Torpedo and battled Daredevil.

When Kraven the Hunter committed suicide, the Chameleon became obsessed with making Spider-Man suffer for his failure to prevent Kraven from killing himself. He ingested a serum which made his face permanently featureless and malleable. He attempted to kidnap America's leading expert on superconductors, but was thwarted by Spider-Man. He then kidnapped J. Jonah Jameson. He approached the Maggia for support to become New York's new crime lord, and formed an alliance with Hammerhead. Disguised as a scientist, the Chameleon temporarily removed Spider-Man's powers. He allied himself with the Femme Fatales, the Scorpion, and Tarantula to eliminate Spider-Man and the Black Cat, but escaped when his plan failed.

The Chameleon's most ambitious play against Spider-Man happened when he formed an alliance with Harry Osborn as the Green Goblin. Before Harry's death, he told Chameleon Spider-Man's secret identity could be found through Peter Parker, to construct androids of Peter's parents; Chameleon later admitted that he went through with the plot to confirm once and for all that Peter was Spider-Man. The plan led to a psychotic breakdown for both Spider-Man and Chameleon, Spider-Man briefly renouncing his civilian identity while Chameleon is sent to Ravencroft Asylum. However, when Doctor Ashley Kafka sneaks him into a basement to try to continue treating him in the belief that he was close to a breakthrough when the court were preparing to put him on trial, Chameleon escaped and attempted to convince Spider-Man that he was actually a hallucinating writer who had suffered a mental breakdown after his daughter's death in a car accident, but Peter managed to break through this deception due to his own strength of will. Chameleon's confirmation of Spider-Man's secret identity led him to try to attack Spider-Man through his family and friends, but this effort met with rather dismal results when Mary Jane Watson subdued him with a baseball bat. Somewhere in between this and subsequent appearances, he appeared to have been destroyed by his nephew Alyosha Kravinoff; Alyosha later threw a Chameleon mask at Spider-Man's feet, referring to it as 'That weakling Dmitri' but apparently recovered, waking in a hospital.

After tricking Spider-Man to the bridge where Gwen Stacy's death occurred, on the pretext of having kidnapped his wife, he declared his own loneliness and love for Peter. When Peter laughed, he threw himself off the bridge. He reappeared some time later in a mental institution, completely incapacitated, believing himself to be Sergei Kravinoff rather than Dmitri Smerdyakov. He later reappeared in his Chameleon identity as part of the Sinister Twelve villain team organized by Norman Osborn as the Green Goblin.

After Spider-Man was unmasked, the Chameleon gathered a gang of villains called the Exterminators, including Will O' The Wisp, Scarecrow, Swarm, and Electro and also blackmailed the Molten Man into his employ all in an effort to defeat Spider-Man and attack his family.

However, the Chameleon was dealt a most humiliating defeat at the hands of Aunt May, when he attempted to trick her into believing he was Peter, then murder her. However, May was not fooled by any means, and defeated the villain with a plate of oatmeal-raisin cookies laced with Ambien. The Rhino was also employed as part of the team up and later defeated Spider-Man only to be unable to collect payment from Chameleon as he was already captured.

After the Civil War, Chameleon showed up among the villains at Stilt-Man's funeral at the Bar with No Name where Punisher poisoned the drinks and blew up the bar.

MODOK's 11
The Chameleon next appeared in the newest incarnation of Super Villain Team-Up, called MODOK's Eleven. In this limited series it is revealed that he contacted A.I.M. the moment he was telepathically summoned by MODOK. He then allowed A.I.M. to send in their newest creation the Ultra-Adaptoid under the guise of being the Chameleon.

Additionally, it was revealed in Super Villain Team-Up: MODOK's Eleven that his apparent insanity and demise years earlier were in fact well-crafted ruses designed so that he could fade into the background once more.

One More Day
The One More Day storyline ended with the removal of Peter and Mary Jane's timeline from all memories, and no one knows Spider-Man's identity.

The Chameleon returns to New York more sadistic and sociopathic than ever before. To complete his hired goal of bombing City Hall, he kidnaps and takes the identity of Peter Parker who works for Mayor J. Jonah Jameson. While posing as Parker, he tries to better his life, revealing that he always tries to rectify the problems in the lives of his "faces". Using Peter's security clearance to get access to various materials, Chameleon was poised to bomb City Hall before Peter escaped and thwarted his plans as Spider-Man. During the resulting confusion, Chameleon escaped.

Grim Hunt
Sometime later at an alley building, a distraught Chameleon is met by Kraven the Hunter's wife Sasha Kravinoff and her daughter Ana Kravinoff who want his help in avenging the death of her husband. Various follow up issues during The Gauntlet storyline show Chameleon helping the Kravinoff family into creating an alliance of Spider-Man's enemies as well as Diablo. First, he and Sasha managed to spring Electro from prison. Then Chameleon approached Mysterio stating that he has friends that are "dying" to meet him. When it came to the Grim Hunt part, he posed as Ezekiel in order to get close to Spider-Man, defeat him, and bring him to the Kravinoffs in order to sacrifice him as part of a ritual that will revive Sergei Kravinoff. After Sergei is resurrected, the Chameleon states that the problem might stem from inward anger of being resurrected. He and the Kravinoffs discover Spider-Man's corpse, which turns out to be Kaine in Spider-Man's costume instead. The real Spider-Man goes to take revenge on the Kravenoff family. Spider-Man soon arrives and pulled Chameleon and Alyosha into the huge nest of spiders. Sasha realizes that the Kravenoff family wasn't hunting the spiders, but it was the spiders hunting them.

Origin of the Species
During the "Origin of the Species" storyline, Chameleon is invited by Doctor Octopus to join his supervillain team where he becomes involved in securing some specific items for him. He poses as Harry Osborn to trick Spider-Man by telling him that Menace's infant has died. When Spider-Man has been away, Chameleon got the infant. Doctor Octopus later talks with the Chameleon saying that the baby is the first of a new species. Using a lead gained when he took down Shocker, Spider-Man arrives at the Kravinoff Mansion where he captures Chameleon who reveals that the baby is still alive and is in the clutches of the Lizard.

Sinister Six
Chameleon later becomes a member of Doctor Octopus's latest incarnation of the Sinister Six. He poses as Captain Steve Rogers in order to infiltrate an Air Force base. Chameleon disguises himself as a tribal chief when he and Mysterio pull off a zombie pirate attack on some natives. Using robots of the other Sinister Six members, Chameleon and Mysterio pulled off this scheme as a diversion so that Doctor Octopus and the other Sinister Six members can infiltrate the Baxter Building to look for specific technology plans while the Future Foundation were investigating the more obvious threat.

Chameleon later poses as Klaw in order to infiltrate Intelligencia so that he can help the Sinister Six steal their Zero Cannon.

During the Ends of the Earth storyline, Chameleon was present with the Sinister Six when Doctor Octopus tells them his master plan. Chameleon was present at Palazzo Senatorio at a summit where the world's greatest minds and the world leaders is carried out to discuss about Doctor Octopus' supposed offer to save the world with Chameleon disguised as Al Gore. As Al Gore, Chameleon states that Doctor Octopus would save them. Without a counter-argument, Spider-Man punches Al Gore and reveals to everyone present that Al Gore is actually Chameleon in disguise. Spider-Man stated that his new costume could detect which person is actually Chameleon based on his heartbeat. A transmission from Doctor Octopus states that he has activated the Octavian Lens which are blocking the harmful UV rays from the sun in order to reinforce his offer. After letting Chameleon go, Spider-Man secretly places a Spider-Tracer on Chameleon so that he and the Avengers could follow him. They follow Chameleon to the Mediterranean Coasts where the rest of the Sinister Six is waiting for Chameleon. Using many of the stolen objects, the Sinister Six successfully subdue the Avengers leaving only Spider-Man standing.

After Spider-Man and the Black Widow escape with the help of Silver Sable, Chameleon suggest that since the remaining members of the Sinister Six had each received their $2 billion and their criminal records expunged, they should just leave Doctor Octopus and his scheme. However, they stay on board as that would make an enemy out of Doctor Octopus. The Chameleon later gets involved with Mysterio in tricking Spider-Man and his allies into thinking they were destroying Symkaria, in order to give Doctor Octopus more time to complete his 200 satellites. However, the Chameleon is captured and the Black Widow threatens to reveal the secret behind his real face.

Following the Dying Wish storyline, Chameleon later fights Superior Spider-Man (Otto Octavius's mind in Spider-Man's body) and the Secret Avengers on the S.H.I.E.L.D. Helicarrier. Chameleon ends up knocked unconscious and Superior Spider-Man transports him to his hidden underwater lab where he ends up imprisoned. Chameleon, Electro, Sandman, Mysterion, and the Vulture are later seen as part of a team led by Superior Spider-Man called the "Superior Six". Superior Spider-Man has been temporarily controlling their minds in order to redeem them for their crimes. He does this by forcing them do heroic deeds against their will which almost get some of them killed. Every time he is done controlling them, he puts them back in their containment cells. They eventually break free of Superior Spider-Man's control and attempt to exact revenge on the wall-crawler, while nearly destroying New York in order to do so. With the help of Sun Girl, Superior Spider-Man is barely able to stop the Superior Six.

Deadpool Annual
Following the return of the true Spider-Man, Chameleon attempts to drive Spider-Man insane as revenge for the Superior Spider-Man's treatment of him during the events of "Superior Six". However, Spider-Man's ally Deadpool switches costumes with Spider-Man, with Chameleon unaware of this. He fails at driving "Spider-Man" insane (as Deadpool is already insane), and ends up being shot in the leg by him. Both heroes (in each other's costumes) punch the Chameleon at the same time, knocking him out and later delivered him to the authorities.

Powers and abilities
Originally, the Chameleon had no superhuman powers and simply used makeup and elaborate costuming to impersonate his targets. In order to do this, he implemented a device in a belt buckle that emitted a gas that helped him mold his features. Later, the Chameleon obtained a microcomputer from Spencer Smythe for his belt buckle that could be programmed with the facial features of hundreds of people. The belt buckle also contains a video receiver that enables the computer to analyze the appearance of anyone the Chameleon encounters so that it can duplicate his/her features using electrical impulses. The computer utilizes holographic technology that allowed him to change his appearance at the push of a button. His electronic devices allowed him to appear as two different people to two separate observers simultaneously. The Chameleon's costume consists of "memory material" that can be altered by electrical impulses from his belt so as to resemble the clothing of the person he is impersonating.

Later, the Chameleon's powers are made innate: his skin pigmentation have been surgically and mutagenically altered by a serum so that he can take on the appearance of any person at will. He also wears fabric made of memory material that responds to nerve impulses and can appear to be whatever costume he wishes to be.

When his past friendship with Kraven the Hunter was revealed, it was also revealed that the Chameleon had taken the same serums that Kraven had taken over the years. This would suggest that the two characters were of a similar age (over 70 years old). It would also suggest that the Chameleon's physical strength and endurance could be somewhat augmented, but as the Chameleon's strength is much lower than that of Kraven, his augmentations may not reach a superhuman level.

Aside from his physical advantages, the Chameleon is a master of disguise, and a brilliant method actor and impressionist. He is also a master of creating lifelike masks and make-up. He is a quick-change artist who can assume a new disguise in less than a minute, although he no longer needs to use such skills. He also speaks several languages fluently. Although the Chameleon is not a scientific genius, during his increased lifespan he has been exposed to a wide array of sophisticated experimental technology, much of which he can apply effectively in his nefarious schemes.

In his 2010 appearances in The Amazing Spider-Man, writer Fred Van Lente placed a stronger emphasis on his skills of disguise rather than his superhuman powers. In this portrayal, Chameleon kidnaps people and brutally kills them by dumping them in an acid bath. From listening to them beg for their lives, he alters his pitch to sound exactly alike and takes a face print to make into a mask. This more chilling Chameleon also seeks to fix the lives of his "faces", attempting to rectify the problems of their lives while he poses as them as a part of some warped heroic view of himself.

Chameleon 2099
In Marvel 2099, a designer drug that causes its users to involuntarily shapeshift in response to whatever emotion they are feeling at the time is nicknamed "Chameleon". After fighting an addict (who turned into a bull-like monster when angered and a mouse-like creature when frightened) at Woodstock 2099, the era's Spider-Man tracks down the distributor of Chameleon, a hippy known as Major Jones. While battling Jones and his minions, Spider-Man accidentally knocks the dealer into his supply of the drug, causing him to mutate into an amorphous blob, the new Chameleon.

Chameleon 2211
A version of Chameleon appeared in Friendly Neighborhood Spider-Man. He has the powers of physically changing into any shape or form after accessing their DNA. This usually involves sampling their blood after killing the subject, although less lethal methods are possible; he was able to change into Sandman after an accidental ingestion of some of his sand.

Chameleon encounters an alternate Uncle Ben from another future who has been transferred into the 'main' timelined by Hobgoblin of 2211, attempting to influence Ben to kill Edwin Jarvis for his current involvement with this timeline's May Parker by arguing that, since the multiverse means every action possible is being committed, you might as well do what feels good. When Ben rejects the suggestion, Chameleon kills and replaces him. This fools Spider-Man 2211 whom he then kills when he arrives to try to return 'Ben' to his reality. After discovering the body, Sandman's father was framed for Ben's murder, and Sandman went to Spider-Man for help.

The two encountered Chameleon at Peter's high school (Chameleon had murdered the principal and was posing as him), where Chameleon reveals that he wasn't human at all but a giant monster. Chameleon was finally defeated, however, after Spider-Man (of Earth 616) used Spider-Man 2211's helmet to literally "administer poetic justice", causing a last-minute body switch between Chameleon and Sandman's father into an electric chair.

Counter-Earth
Spider-Man faces the Counter-Earth version of The Chameleon in Spider-Man Unlimited #5. This Chameleon, a reptilian Bestial, is a depraved serial killer who both Spider-Man and a bestial Wolverine team-up to defeat.

Ultimate Marvel
An Ultimate version of Chameleon appears in Ultimate Comics: Spider-Man as twin siblings with the ability to shape-shift. One poses first as J. Jonah Jameson, and later Spider-Man, while the other keeps the real Jameson and Peter Parker restrained. They are defeated by Johnny Storm and Bobby Drake, and imprisoned in the Triskelion.

Marvel Action Hour: Iron Man
In Iron Man during The Marvel Action Hour, the Chameleon appeared in #4 of the cartoon based comic in service to Justin Hammer. He used his transformation abilities to obtain the Grim Reaper weapon from Stark Enterprises.

Marvel Noir
In Spider-Man Noir, Dmitri Smerdyakov (a.k.a. The Chameleon) is depicted as a former Coney Island freak working for mob boss Norman Osborn (a.k.a. "The Goblin"). Like his mainstream counterpart, he has the ability to alter his features to imitate any individual, although this ability stems from his clay-like malleable features rather than any technological advantages. Osborn has him impersonate J. Jonah Jameson in order to eliminate Ben Urich and set a trap for Spider-Man. He was killed by Felicia Hardy when she witnesses him as Jameson killing Ben.

Television

 * Chameleon's first animated appearance was in The Marvel Super Heroes, voiced by Tom Harvey. He was seen in the Iron Man segment episode "Cliffs of Doom", working with Kraven the Hunter to steal Tony Stark's magneton laser. Chameleon is also seen in The Incredible Hulk segment episode "Enter the Chameleon".
 * Chameleon appeared in the 1980s Spider-Man, voiced by John H. Mayer. In the episode "Arsenic and Aunt May", he met a relative of the man that shot Uncle Ben poses as Ben's ghost with his female associate posing as a gypsy to manipulate Aunt May into killing Spider-Man. Amazing chameleon.jpg''.]]
 * Chameleon was a featured villain in Spider-Man and His Amazing Friends, voiced by Hans Conried. In the episode "Seven Little Superheroes", he lured Spider-Man, Iceman, Firestar, Captain America, Doctor Strange, Sub-Mariner and Shanna the Jungle Queen to the remote Wolf Island to pick them off one by one. He is foiled by Miss Lion (Aunt May's dog who had tagged along with Spider-Man on the trip). MTV News stated of the episode, "To many, this is the quintessential episode of the series, made better by the intense cackling of Hans Conried as the Chameleon. (Conried was made infamous by his role as Captain Hook in Peter Pan.)" Chameleon-in-Spider-Man-TAS.jpg.]]
 * Chameleon appeared as a recurring villain in the 1990s Spider-Man animated series, having no speaking lines in his true form yet voiced by multiple voice actors via matching whomever he is impersonating. An international hitman and spy, Chameleon wears a belt-mounted camera device, which is capable of capturing an image of a person, so that he can turn into that person as a form of disguise. This proved to be his undoing in his first appearance: he copied an image of Nick Fury from a Daily Bugle front page which had been inadvertently flipped. Thus, Fury's eyepatch was on the wrong side and Spider-Man pointed out to the S.H.I.E.L.D. agents he was an impostor. During all this, Mary Jane Watson met Chameleon, disguised as Peter Parker, and asked him to come to a Shakespeare play. Chameleon kissed Mary Jane on the lips passionately to hide from S.H.I.E.L.D. agents. Mary Jane kissed Chameleon back, thinking that he was Peter and thought he promised her to come to the play. Chameleon, disguised as Peter, later attempted to kill two diplomats at a U.N. conference, but was foiled by Spider-Man, easily picking him out from the crowd as he had taken Peter's appearance. Chameleon later becomes a member of the Insidious Six where he took the form of a prison guard to free Shocker, Scorpion, Mysterio, Rhino and Doctor Octopus from the prison cells. During all this, Chameleon impersonated various individuals; the Kingpin only to say one sentence, Hammerhead to help kidnap Silvermane, Silvermane to trick Silvermane's henchmen, and even Aunt May to mess with Spider-Man. In the episodes "Framed" and "The Man Without Fear", Chameleon works for Richard Fisk, framing Peter for getting restricted government information. Chameleon even posed as Spider-Man to abduct Peter from the paddy wagon outside of the courthouse after the first half of Parker's trial. After Parker's name is cleared by Spider-Man and Daredevil, Chameleon as well as Richard and rogue Federal Agent Susan Choi are arrested, put on trial, and sentenced to prison. It is revealed that Chameleon is jailed in a S.H.I.E.L.D. prison and was assigned by the Kingpin to impersonate and release John Hardy, using his newfound ability to take on different forms without his camera device. In the episode "Six Forgotten Warriors", Chameleon was sprung from prison by the Kingpin and the Insidious Six in order to find the keys to the Red Skull's doomsday device. When Red Skull was freed from the time dilation loophole, it was revealed that Chameleon is Red Skull's stepson. In the end, Electro along with Red Skull and Captain America were trapped in a time dilation loophole and Chameleon escaped. ChameleonSSM2008.png''.]]
 * Chameleon appears in The Spectacular Spider-Man, voiced by Steven Blum. His first chronological appearance was in the episode "The Uncertainty Principle" where a business competitor hired him to disguise himself as Norman Osborn and steal Oscorp's secrets. In the episode "Persona", he is hired by an unnamed general to steal the symbiote but failed due to a battle between Spider-Man and the Black Cat. Later, he masquerades as Spider-Man to commit various crimes and lay the blame on the web-slinger. His henchmen are Quentin Beck using special effects techniques to make it appear that Chameleon has all of Spider-Man's powers, and Phineas Mason using inventions to help commit the crimes and secretly photograph them and give the pictures to the Daily Bugle. To defeat him, Spidey teams up with Black Cat. In the series finale "Final Curtain", Norman and Harry Osborn are watching on a helicopter while the Green Goblin is fighting Spider-Man. After Spider-Man rips off the Goblin's mask which reveals Norman, Harry discovers Chameleon as an impostor, remembering Norman saying sorry to Spider-Man earlier (as Norman never apologizes to anyone). Harry yanks at his face and the mask comes off, revealing Chameleon. Chameleon then bails by jumping out of the helicopter with a parachute after saying 'I did not sign in for this'.

Video games

 * Chameleon appears in the SNES version of Spider-Man, a video game based on Spider-Man: The Animated Series. He attacks the player by mimicking the appearances of the Rhino and the Owl.
 * Chameleon appears in The Amazing Spider-Man 2 video game, voiced by Glenn Steinbaum. He has been posing as Donald Menken so that he can oversee the Kingpin's experiments. In the post-credits scene, Chameleon asks what their next plan is. The Kingpin states to Chameleon that "the real work begins".