# Chameleon (character)

The Chameleon (Dmitri Smerdyakov; Russian: Дмитрий Смердяков) is a supervillain appearing in American comic books published by Marvel Comics. Created by writer Stan Lee and artist Steve Ditko, the character first appeared in the debut issue of The Amazing Spider-Man in March 1963 as the first super-criminal to face the superhero Spider-Man. The Chameleon has since endured as one of Spider-Man's most recurring enemies belonging to the collective of adversaries that make up his rogues gallery.
In the Marvel Universe, the Chameleon is a master of disguise who can impersonate virtually anyone. Throughout his comic book appearances, his abilities have stemmed from the use of lifelike masks, holographic technology, and mutagenic enhancement, while his role in Spider-Man stories has varied from being depicted as a spy, hitman, and criminal mastermind. The Chameleon is also the half-brother of Kraven the Hunter, and he has also been a member of the Sinister Six and the Sinister Twelve at various points in his history.
The character has been featured in various other Marvel-licensed products, including feature films, television series, video games. The character made his live-action debut in the Marvel Cinematic Universe (MCU) film Spider-Man: Far From Home (2019), portrayed by Numan Acar. Fred Hechinger appeared as the character in the Sony's Spider-Man Universe (SSU) film Kraven the Hunter (2024).

## Publication history
### 1960s

Dmitri Smerdyakov debuted in The Amazing Spider-Man #1 (March 1963), created by writer Stan Lee and artist Steve Ditko. The Chameleon is therefore the first member of Spider-Man's rogues' gallery based on issue publication date, excluding the Burglar who murdered Ben Parker in Amazing Fantasy #15. He would later go on to appear in other titles such as Tales to Astonish, Tales of Suspense, and Web of Spider-Man.

### 2000s

Dmitri Smerdyakov appeared in the 2014 Original Sin: Secret Avengers Infinite Comic series. He later appeared in the 2015 Spider-Man and the X-Men series. He appeared in the 2018 Amazing Spider-Man series. He appeared in the 2021 Giant-Size Amazing Spider-Man: Chameleon Conspiracy one-shot.

## Fictional character biography

Dmitri Smerdyakov was born in Soviet Russia. In his youth, he became a servant to his half-brother Sergei Kravinoff, and later a minor associate of Gustav Fiers. Although Dmitri and Sergei were friends, Sergei was often abusive to him, 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 by 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 soon exposed and arrested. Shortly afterward, Sergei (now known as "Kraven the Hunter") came to the United States, 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 also disguised himself as the Torpedo and battled Daredevil.
When his half-brother committed suicide, the Chameleon became obsessed with making Spider-Man suffer for his failure to prevent this. 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 be 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 the 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, the Chameleon was told Spider-Man's secret identity could be found through Peter Parker, leading him to construct androids of Peter's parents; the 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 the Chameleon, with Spider-Man briefly renouncing the civilian identity while the Chameleon is sent to Ravencroft. When Ashley Kafka sneaks him into a basement to try to continue treating him, believing that he was close to a breakthrough when the court were preparing to put him on trial, the 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; Peter managed to break through this deception due to his own strength of will. The Chameleon's confirmation of Spider-Man's secret identity led him to try to attack Spider-Man through 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 him as 'that weakling Dmitri', but he had 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 Mary Jane, the Chameleon declared his own loneliness and love for Peter. When the surprise caused Peter to laugh nervously, the Chameleon threw himself off the bridge. He reappeared some time later in a mental institution, completely incapacitated and believing himself to be Sergei Kravinoff rather than his true self. 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 Molten Man into his employ all in an effort to defeat Spider-Man and attack the web-slinger's family.
However, the Chameleon was dealt a most humiliating defeat by May Parker's hands. When he attempted to trick May into believing he was Peter so he could murder her, May was not fooled and subdued the villain by tricking him into eating oatmeal-raisin cookies laced with Zolpidem. The Rhino was also employed as part of the team up and later defeated Spider-Man, only to be unable to collect payment since the Chameleon was already captured.
After the "Civil War", the Chameleon showed up among the villains at Stilt-Man's funeral at the Bar with No Name where the Punisher poisoned the drinks and blew up the bar.
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 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.
The "One More Day" storyline ended with the removal of Peter and Mary Jane's timeline from all memories, as well as knowledge of Spider-Man's identity, including the Chameleon.
The Chameleon then returns to New York, more sadistic and sociopathic than ever before. To complete his hired goal of bombing City Hall, he kidnaps Peter and takes his place working 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, the Chameleon was poised to bomb City Hall before Peter escaped and thwarted his plans as Spider-Man. During the resulting confusion, the Chameleon escaped.
Sometime later at an alley building during "The Gauntlet and Grim Hunt" storyline, the distraught Chameleon is met by Sasha Kravinoff and Ana Kravinoff who want his help in avenging Sergei's death. Various follow-up issues during The Gauntlet storyline show the Chameleon helping the Kravinoff family create an alliance of Spider-Man's enemies as well as Diablo. First, he and Sasha managed to spring Electro from prison; Chameleon then approached Mysterio, stating that he has friends that are "dying" to meet him. During Grim Hunt, he posed as Ezekiel Sims to get close to Spider-Man, intending to defeat him and bring him to the Kravinoffs to sacrifice as part of a ritual that will revive Sergei. 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 soon arrives and takes revenge on the Kravinoff family, pulling the Chameleon and Alyosha into a huge nest of spiders; Sasha realizes that the Kravinoff family wasn't hunting the spiders, but it was the spiders hunting them.
During the "Origin of the Species" storyline, the Chameleon is invited by Doctor Octopus to join his supervillain team, where he is tasked with securing some specific items for Doctor Octopus. He poses as Harry Osborn to trick Spider-Man by telling him that Menace's infant has died, when in reality the Chameleon had kidnapped the infant while Spider-Man was away. He delivers the child to Doctor Octopus, who claims 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 the Chameleon, who reveals that the baby is still alive and is in the Lizard's clutches.
The Chameleon later becomes a member of Doctor Octopus's latest incarnation of the Sinister Six. He poses as Steve Rogers to infiltrate an Air Force base. The Chameleon then disguises himself as a tribal chief when he and Mysterio pull off a zombie pirate attack on some indigenous peoples, 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 could infiltrate the Baxter Building to look for specific technology plans, while the Future Foundation were investigating the more obvious threat.
The Chameleon later poses as Klaw to infiltrate Intelligencia so that he can help the Sinister Six steal their Zero Cannon.
During the "Ends of the Earth" storyline, the Chameleon was present with the Sinister Six when Doctor Octopus tells them about his master plan. The Chameleon then appeared in the guise of Al Gore at Capitoline Hill, where a summit of the world's leaders and greatest minds was held to discuss Doctor Octopus's supposed offer to save the world. As Al Gore, the Chameleon stated that Doctor Octopus would save them, only to be unmasked when Spider-Man punches him and reveals his disguise, using a new costume that could detect the Chameleon based on his heartbeat. Both are interrupted by a transmission from Doctor Octopus, who activates the Octavian Lens blocking harmful UV rays from the sun to reinforce his offer. After letting the Chameleon go, Spider-Man secretly places a Spider-Tracer on the Chameleon so that the Avengers could follow him; they track the Chameleon to the Mediterranean Coasts, where the Sinister Six is waiting for him and successfully subdue the Avengers, leaving only Spider-Man standing. After Spider-Man and the Black Widow escape with Silver Sable's help, the Chameleon suggests that since the Sinister Six's remaining members had each received their $2 billion and had their criminal records expunged, they should just leave Doctor Octopus and his scheme; the others elect to stay on board, rather than make an enemy of Otto. The Chameleon later gets involved with Mysterio in tricking Spider-Man's allies into thinking they were destroying Symkaria to give Doctor Octopus more time to complete the 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, the 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. The Chameleon ends up knocked unconscious, and the Superior Spider-Man transports him to his hidden underwater lab where he ends up imprisoned. The Chameleon, Electro, Sandman, Mysterion, and the Vulture are later seen as part of the "Superior Six" team. The Superior Spider-Man has been temporarily controlling their minds to redeem them for their crimes, forcing them to risk their lives doing heroic deeds against their will, then bringing them back to their containment cells after. They eventually break free of the Superior Spider-Man's control and attempt to exact revenge, nearly destroying New York to do so. With Sun Girl's help, the Superior Spider-Man is barely able to stop the Superior Six.
Following the true Spider-Man's return, the Chameleon attempts to drive Spider-Man insane as revenge for the Superior Spider-Man's earlier treatment of him. However, Deadpool switches costumes with Spider-Man, with the Chameleon unaware of this. He fails at driving Deadpool insane (as Deadpool is already insane), and ends up being shot in the leg by him. Both Spider-Man and Deadpool (in each other's costumes) then punch the Chameleon at the same time, knocking him out, and later deliver him to the authorities.
At the conclusion of the "Hunted" storyline, the Chameleon is revealed to be one of the attendees at Sergei's funeral, pleased that Sergei spared him from the Great Hunt. As he walks away, the Chameleon bids the deceased Sergei a good rest: "You needn't worry. The world is no longer your burden. Besides, there won't be much of it left soon... Not by the time I've finished."
During the "Chameleon Conspiracy" storyline, Chameleon was imprisoned in a Symkarian black site prison called the Hiding Place when Teresa Parker infiltrated it, planning to interrogate him about his connection with Harry Osborn and the use of the Life Model Decoys of her parents. Teresa dragged Chameleon to another cell where Finisher - her parents' killer, who is still alive after his apparent death at the hands of Spider-Man - is being held, leading Chameleon to claim that he has the answers she needs. Teresa non-fatally shoots Finisher to ensure both men's compliance. Chameleon and Finisher admitted to Teresa that Chameleon faked Finisher's death to fool Spider-Man; upon relocating them to another building, Finisher is shown to have a plethora of people resembling Chameleon, unsettling him. As Spider-Man finds that some of the Jack O'Lanterns were unmasked to be Chameleon-like people, Finisher revealed to Teresa that Chameleon was adopted at a young age by Gustav Fiers. Then Chameleon revealed that they never left the Hiding Place: Finisher was using holographic technology to speak with Teresa, and Chameleon states that she can use the Clairvoyant to find the rest of the answers she needs, all the while claiming that she may be a Chameleon double agent herself. Upon meeting up with Spider-Man, Teresa rejects Chameleon's insinuations and breaks the Clairvoyant, believing that she is a Parker first and foremost, and makes plans to track down Finisher. Back in his cell, the Chameleon is approached by Kindred, who seeks to procure more serum, and Chameleon states that he is happy to do business with Osborn again.

## Powers and abilities

The Chameleon originally had no superhuman abilities. He simply used makeup and elaborate costuming to impersonate his targets. He implemented a device in a belt buckle that emitted a gas that helped him mold his features. He later 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 their features using electrical impulses. The computer utilizes holographic technology that allows him to change his appearance at the push of a button. His electronic devices allowed him to simultaneously appear as two different people to two separate observers. The Chameleon's costume consists of "memory material" that can be altered by electrical impulses from his belt to resemble the clothing of the person he is impersonating.
The character's powers were later 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. The Chameleon had taken the same serums that Kraven had taken over the years.
Additionally, the Chameleon is a master of disguise and a brilliant method actor. He is also an expert impressionist and 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. The character 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 in his schemes.

## Reception

Bradley Prim of Screen Rant called the Chameleon one of Spider-Man’s "iconic villains." Tom Bowen of Game Rant ranked him 12th in their "28 Best Spider-Man Villains Of All Time" list. Scoot Allan of Comic Book Resources ranked Dmitri Smerdyakov 5th in their "10 Most Iconic Spider-Man Villains" list, writing, "The Chameleon quickly became one of Spider-Man’s most personal and iconic villains after Kraven’s suicide turned Smerdyakov vengeful." Jesse Schedeen of IGN ranked Chameleon 14th in their "Top 25 Spider-Man Villains" list, stating, "The fact that he’s been such a mainstay of Spidey’s rogues gallery ever since is a testament to his enduring appeal."

## Other versions
### Chameleon 2099

An alternate universe variant of the Chameleon from Earth-928 appears in Marvel 2099. This version is a hippie known as Major Jones whose abilities are derived from the Chameleon drug.

### Chameleon 2211

An alternate universe variant of Dmitri Smerdyakov from Earth-9500 appears in Friendly Neighborhood Spider-Man. This version can transform into others by sampling their DNA. He frames Sandman's father for murder, resulting in him being sentenced to death before Spider-Man uses a helmet to swap the pair's bodies.

### Earth-71490

An alternate universe variant of the Chameleon from Earth-71490 appears in Edge of Spider-Verse (vol. 2) #5. This version possesses shapeshifting abilities.

### Marvel Noir

An alternate universe variant of Dmitri Smerdyakov / Chameleon from Earth-90214 appears in Marvel Noir. This version is a former circus freak who works for Norman Osborn and possesses a malleable clay-like body.

### Ultimate Marvel

Two characters based on the Chameleon, Carnilla and her unnamed brother, from Earth-1610 appear in the Ultimate Marvel universe.

## In other media
### Television

* The Chameleon appears in The Marvel Super Heroes, voiced by Tom Harvey.
* The Chameleon appears in the Spider-Man (1981) episode "Arsenic and Aunt May", voiced by John H. Mayer.
* The Chameleon appears in the Spider-Man and His Amazing Friends episode "Seven Little Superheroes", voiced by Hans Conried.
* The Chameleon appears in Spider-Man (1994). This version is the stepson of the Red Skull and stepbrother of Electro. A spy, hitman, and double agent in the Kingpin's Insidious Six, Chameleon initially uses a belt with a holographic image inducer to disguise himself as others before undergoing experimentation to gain natural shapeshifting abilities.
* The Chameleon appears in The Spectacular Spider-Man, voiced by Steve Blum. This version uses lifelike masks like his original comics counterpart.
* The Chameleon appears in Spider-Man (2017), voiced by Patton Oswalt. This version uses a face mask developed by Raymond Warren capable of capturing a person's image to disguise himself.

### Film

Dmitri Smerdyakov / Chameleon appears in Kraven the Hunter, portrayed by Fred Hechinger as an adult and Billy Barratt as a teenager. This version is Nikolai Kravinoff's son in addition to being Sergei Kravinoff's half-brother who initially possesses the ability to mimic other people's voices. As an adult, he would later acquire shapeshifting capabilities after being experimented on by a mad scientist.

### Marvel Cinematic Universe

Characters based on Dmitri Smerdyakov / Chameleon appear in media set in the Marvel Cinematic Universe (MCU):
* Dmitri Smerdyakov, credited as simply "Dimitri", appears in Spider-Man: Far From Home, portrayed by Numan Acar. This version is an associate of Talos who poses as the bus driver for Peter Parker's class during their school trip across Europe.
* An alternate universe variant of Smerdyakov appears in Your Friendly Neighborhood Spider-Man, voiced by Roger Craig Smith.

### Video games

* The Chameleon appears in the SNES version of Spider-Man (1995).
* The Chameleon appears in Spider-Man: The Sinister Six (1996), voiced by Dan Kamin. This version is a member of the Sinister Six.
* The Chameleon appears in The Amazing Spider-Man 2, voiced by Glenn Steinbaum. This version works for the Kingpin and posed as Donald Menken to oversee his employer's experiments at Ravencroft and help him take over Oscorp.
* The Chameleon appears in Spider-Man 2, voiced by Jim Pirri. In a side mission, the Spider-Men track down drones that Kraven the Hunter is using to find a specific individual. Along the way, they find that data on the individual varies heavily, ranging from ordinary civilians to people who have been dead for years to false identities. Upon analyzing all of the data, the Spider-Men discover Kraven was seeking out his half-brother, the Chameleon, a longtime adversary of the original Spider-Man who had escaped prison after being caught years ago. Meanwhile, the Chameleon mounts failed attempts on Kraven's life and observes the Spider-Men's progress, vowing to "do what [Kraven] could not."

### Miscellaneous

* The Chameleon appears in the Sinister Six novel trilogy by Adam-Troy Castro.
* A Counter-Earth incarnation of the Chameleon appears in Spider-Man Unlimited #5. This version is a Bestial chameleon with shapeshifting abilities.
* The Chameleon appears in Iron Man #4.