Chameleon droid The Arakyd Industries chameleon droid was a mine - laying sabotage probe droid used by the Confederacy of Independent Systems during the Clone Wars . Originally mining exploration droids known as Spelunker probe droid s , they were outfitted with laser cannons , military grade mines , and a holographic array for military service . The array worked by scanning the background and the angle of the viewer ' s sight , then projecting a hologram of the background behind the droid , camouflaging it . Chameleon droids were used throughout the Clone Wars . First deployed at the Ambush on Ilum , the droids mined and heavily damaged the Crystal Caves , albeit taking many casualties . The droids also saw use during the Confederacy ' s subjugation of Ryloth , as well as in the Battle of Felucia during the Outer Rim Sieges . Eventually , all chameleon droids were deactivated after the execution of the Separatist Council at the close of the Clone Wars . Description . The class four chameleon droid was two meters tall and had four articulated pincer legs for traveling , as well as a repulsorlift to further support the weight of its cylindrical body . The legs could generate traction fields , allowing it to walk vertically and even upside down . The droids , which were able to survive in a wide range of climates , were dispatched to planets via hyperspace pod s . Shortly before the outbreak of the Clone Wars , they were redesigned to serve in the Separatist Droid Army . The chest sensors of the droid were removed and replaced with three laser cannons . The storage bay that contained its blasting charges for mining duty was left unchanged , but the less potent explosives were replaced with twenty - four military grade fragmentation mine s . It was also fitted with a holographic array that could be used to camouflage the droid . The array worked by scanning its surroundings and computing the location of viewers . After finishing these two tasks , it displayed a holographic screen of the backdrop behind it . However , if the viewer ' s angle was changed even slightly , the droid would be seen before it could correct itself . While not a true cloaking device , it was nonetheless effective at fooling stationary visual sensor scans . The chameleon droid ' s primary job was not as a front line combat unit but rather as a covert droid designed to sneak into enemy lines , lay mines , and assassinate or sabotage Republic targets . A common tactic used by them was to lay down a large number of mines around the intended target while invisible and then open fire , with the intent to herd the enemy targets into the mined area . History . Manufacture and conversion . The chameleon droid was originally the Spelunker probe droid , a mining droid designed and built by Arakyd Industries , a major manufacturer of droids , heavy weapons , and starships . Shu Mai , the President e of the Commerce Guild , a powerful galactic trade organization , bought thousands of them for exploration . However , towards the end of the Separatist Crisis , the Commerce Guild joined the newly formed Confederacy of Independent Systems under the leadership of Count Dooku . Shu Mai brought the Spelunker design along with several others to be converted for military service , as she thought that the droids would become valuable mine layers . The Spelunker was overhauled and renamed the chameleon droid by several designers employed by the Techno Union , another guild within the Confederacy . These conversions were in violation of the original production contract between Arakyd Industries and the Commerce Guild , which stated that the droids were not to be used for military purposes . The Clone Wars . The newly redesigned chameleon droids were ready for service approximately four months after the beginning of the Clone Wars , and the first opportunity for deployment presented itself when Dooku ordered the droids to the ice planet Ilum , the location of the Crystal Caves , which was one of the only sources of Adegan crystal s vital to the construction of lightsabers . The chameleon droids were ordered to destroy the caves in order to halt the Jedi Order ' s production of lightsabers . They descended to the planet in hyperspace pods and found the caves almost immediately . The droids began their assault just as Jedi Master Luminara Unduli was helping her Padawan , Barriss Offee , construct her lightsaber . After sensing the presence of the intruders , the two Jedi counter - attacked , but were unable to prevent the droids from laying enough mines to heavily damage the caves . Nearby in space , Jedi Grand Master Yoda sensed the two Jedi ' s peril at the Crystal Caves through the Force , predicting that they would die if not rescued soon . He and his companions , Senator Padmé Amidala , her Head of Security Gregar Typho , protocol droid C - 3PO , and his counterpart R2 - D2 , plotted the most direct course for Ilum . After arriving on Ilum , Yoda left to rescue the Jedi , while Typho , Amidala , and the droids , guarded the ship . During his short journey to the caves , Yoda crushed a large number of chameleon droids in a Force - assisted avalanche . Amidala became worried about Yoda when he failed to contact the group at a time which they had planned prior to their landing , and when Typho temporarily left her to check on the ship ' s communications array , Amidala took her two droids and fled in pursuit of Yoda . She destroyed several chameleon droids with her blaster and grenades on the way , using C - 3PO and R2 - D2 as distractions to reveal the locations of the cloaked droids . Yoda eventually returned to the ship with Amidala , the two rescued Jedi , and the droids . R2 - D2 managed to recover a recording of the droids ' orders , and the group learned that it was Dooku who had been behind the attack . Chameleon droids were among the forces of the remaining Separatist presence on Ryloth and were employed against the Republic in the aftermath of the planet ' s liberation . The Confederate scientist Kul Teska used the last of the droid forces to distract the Republic in the ruined city of Resdin while he retrieved the core of his newly - developed gravity weapon , which had been stolen by the bounty hunter Cad Bane . Some time later , in an effort to organize their increasingly large army , the Commerce Guild Punitive Security Forces began to deploy chameleon droids in units of five , although sometimes up to twenty such units would be sent to deal with a particularly tough target . The Techno Union Droid Army also grouped the droids in a similar fashion , but the maximum amount of units they would use in a single engagement was twelve . At some stage , three chameleon droids operated their holographic projectors on a desert planet . They were also deployed on the vegetation - covered planet of Felucia , where three of them traveled cloaked in front of several OG - 9 homing spider droids . Eventually , the entire Separatist Droid Army , which included all chameleon droids , was deactivated after the execution of the Separatist Council by Darth Vader , bringing an end to the Clone Wars . Behind the scenes . The chameleon droid was first seen in " Clone Wars Chapter 14 " , but no backstory was given for the droids , although it was revealed they had blasters , mines , and a cloaking device . Later , " The New Essential Guide to Droids " expanded on the droid and gave them a history . The " New Essential Guide " also provided images of the droids on two planets , one on Felucia , and the other on an unidentified desert planet . Since these images were not explained or captioned in any way , it is unknown at what time these events occurred . The name of the droid may have been inspired by the in - universe chameleon creature . are also real - world animals .