The Chameleon

## Personality

Cool, professional, quiet. Among the few words used to describe the mysterious Chameleon. He was never much one for communicating and always keeps to himself. Rarely working in teams, his responses are curt, courteous and usually tactiturn. He rarely shows off anything that may give away how he is feeling though extended observations have noted him to be cautious and preferring to avoid direct confrontantions. That being said, he is not afraid to get his hands dirty. He maintains an aloof pride in reputation of rarely killing, only doing so if he must and not one for torture or painful deaths.  A master actor, he is among the best, mimickign the habits and personality of anyone.

Of course, it's an all an act. Beneath the pristine and white "mask" is a hollow man who started as a broken boy. Years of parental neglect and disdain have led to internalized self-hatred. His acting and masquerading as others all formed from the basis of a desperate need to be someone besides himself though it was reinforced by a desire to be useful to his brother, who he earned genuine smiles in his one-man plays. Additionally, he maintains a similar form of misanthropy as his brother does. Affable and even caring toward certain individuals, but disdainful of humanity as a whole. Additionally, he maintains a restrained form of passive-aggressive anger that has only slipped whenever his professionalism is questioned or personas exposed, revealing the raw anger beneath it.

## Powers & Talents

***Master of disguise*-** The Chameleon is considered to be a master of espionage, with his specialized approach being disguised. Decades of practice has led to being an extensive professional in vocal mimicry, method acting and imitation. His years abroad in and out of service has provided with a wide vareity of languages and dialects to imitate, sound distinctly fluent. He is capable of having extended conversations in the language though more often than not, will find simple yet effective workarounds to avoid providing any "tells" as well as to masquerading his growing discomfort. He has also trained himself in being ambidextrous.

***KGB Training*-** The Chameleon is a veteran KGB agent and thus possesses the various firearm handling, psychological training, intelligence gathering and other skills associated with KGB agents. As such, he is a formidable combatant. Additionally, he has hone his powers of analysis extensively, which aids him in his disguises as he is able to observe the subtle quirks, ticks and patterns of a person to try and imitate them successfully whenever he needs to be in disguise.

## Tools & Equipment

***- KGB issued Makarov pistol:*** A Soviet semi-automatic pistol named after its designer, he has had it since his days in the KGB. It is well-maintained and has even been customized to fire silenced shots and to be more durable.

***- Chameleon mask:*** A white mask made of a a thin breathable material,. he wears at all times and has multiple copies of it. Considers it his "real face."

***- Tranquilizer gun w/ tranquilizing darts:*** Specially augmented and modified pistol (vaguley related to the "Makarych") to shoot tranquilizer darts onto a target that renders them unconscious with a number of shots, usually to be tied up and have their face replicated. The tranquilizer mixer is a secret blend of Soviet origin.

***- Smoke bombs:*** Smoke bombs to provide a getaway.

***- Mask-crafting machine:*** A machine designed to create masks that can mimic the face of an individual to virtual perfection. Initially done by photos, it has been upgrading with scanning properties in different formats to further perfect the masks. A key ingrediant in the manufacturing of the life-like masks is epidurium, which usually is stored in backup containers. Due to the relative rarity of the metal, the masks are often kept to recycle the epidurium. On rarer occasions, he can use the machine to craft gloves to mimic the hands of his targets, including fingerprints, birthmarks or other particularities.

## History

### Early Years & Joining the KGB

Born as Dmitri Anatoly Nikolayevich Smerdyakov Kravinoff, he was the child of former Russian noble Nikolai Kravinoff and his servant woman Sonya Smerdyakova, the tryst the result of Nikolai seeking comfort years after mourning the loss of his wife. Born slightly under-weight, he would be viewed as an embarassment by his mother and disdained by his father in his early years. Much of this was the result the comparison between Dmitri and his older half-brother Sergei. Sergei was many things that Dmitri wasn't and unsurprisingly, this led to some resentment on Dmitri's part toward his brother. What was surprirsing was that for his own disdain for his runt of a brother, Sergei genuinely treated Dmitri like family and however aloof that affection and fondness was, it was a lifeline that Dmitri clung onto and thus, his resentment became extensively overshadowed by a need to try and please his brother. With most of their childhood left relatively isolated, especially as their parents focused on other affairs during the time of the USSR, Dmitri took to entertaining his brother however he could, most notably through performing one-man plays. However amateurish, they made his brother smile and it was enough for Dmitri to strive to improve himself and become better in his acting. Additionally, during their schooling, whenever Sergei would cause mischief or mayhem, his brother was surely there at his side in assisting him.

His entrance into the KGB occurred approximately the same time as his brother's, the result starting when the pre-existing tensions between Sergei and his father, born from the disrespect regarding Sergei's own mother, left to him leaving the home and Dmitri loyally following him. The two spent weeks over in the Russian wilderness where Sergei thrived in an environment of the wild while Dmitri pushed through out of sheer determination to not be a burden to his brother. During such time, they ended up discovering a rogue KGB member and apprehended him, with Dmitri using his acting combined with a clever disguise while Sergei stalked him out and attacked him. With their success in apprehanding the Levianthan plant and his liason, they turned them in. For their patriotic duty, both of them were invited to join. Sergei did it for the thrill of the hunt, something he was born with since childhood. Dmitri did it both to be with his brother and because it was something he was good at, being able to use his acting skills.

During their years together, Dmitri would improve on his acting and his ability to disguise himself, blending into the crowds. Dmitri's talent would be noticed by a particular individual... Karl Fiers, a notorious assassin from East Germany who was known as "the Finisher." Karl would train Dmitri as his protege and helped hone his skills to a potent edge. In fact, he would be the one granting him the code name "The Chameleon" for his capability of blending into the environment, unseen, unnoticed, like a good spy. Dmitri would come to see Karl Friers as a sort of paternal figure, something Karl shared as he viewed Dmitri like the son he never had.

### Leaving the KGB and Sergei

However, this also had the effect of he and his brother would come to gradually drift apart as Sergei grew discontent with life in the KGB and quarreled with his superiors. Much of this came from the decline of the Soviet Union, especially as some of the top agents and individuals would begin bailing out. In fact, Karl Fiers himself would defect leave the KGB, having been promised a handsomely paying job over to Leviathan (through an associate of his brother's, Gustav). He initially tried convincing Dmitri to come, but he refused, maintaining some loyalty to his brother as well as his own concerns regarding Leviathan. However, by the late 1980s, things have changed.

While Dmitri was tempted to go with his brother and leave the USSR, he ultimately decided he would remain for the time being, wanting to forge his own path. This led to a fight between the two brothers, letting Dmitri vent out his complicated feelings and grievances he has been harboring since he was a child. The two brothers' relationship was never the same afterwards. Sergei would admit his brother wasn't a runt anymore. The two would part ways somewhat amicably, with Dmitri stayng over in the USSR. There would always be a need for a man in a mask for covert ops after all. Indeed, he would be finding plenty of work in the last days of the USSR and in the dangerous days of Russia and the new countries happening through the early 1990s.

For years, Chameleon's status of a ghost story became realer for the post Cold-War world as he performed successful instances of corporate espionage, national espionage and various other missions for Russian crime lords who were hiring his services. However, everything changed when he would be paid a surprisingly large offer over in New York City. Namely the investigation and discovery of some sort of vigilante. Now, Chameleon was no stranger to more esoteric missions or even the supernatural. He and his brother had met the Winter Guard after all, but he never examined one of these people up close. As such, he was eager to test what this mysterious new Spider-Man can do.

## Trivia

* The Chameleon's *modus operandi* for making his masks would be often to tranquilize the target and examine their face to make a very life-like replica. If the process took longer than expected in making the mask and if questioned by associates of the person he was imitating, he would brush it off by claiming sickness.

* The tranquilizing serum used on his targets was developed specifically for him by the KGB and he learned enough of on its creation to modify it for dosages in large animals. He gifted the modified recipe to his brother as a parting gift for his big game hunts.

* In the last days of the USSR, Chameleon exploited the chaos to fulfill a goal he and Sergei shared since their early days in the KGB: destroying the Red Room facility. Both of them *hated* the place, though Sergei moreso. Dmitri did it additionally out of pragmatism, given how he knew he and his brother would likely be hunted down if they didn't strike first.

* While he is considered adequate in hand-to-hand combat, he prefers using firearms.He views this as part of him relying on his intellect over his brawn and part of his professionalism.

* Whenever he stays in the United States, he often stays with a close acquaintance, Joseph Cord. He masquerades as his distant cousin from out of town whenever he interacts with civilians, usually while scoping out a target or doing mundane activities.

* Having spent some time in the wilderness with his brother, he possesses extensive survivial skills, trapping skills and began his analytical prowess by observing the long term patterns of animals out in the wild. This differentiated him from his more "in the moment/zone" brother.

* Dmitri is a teetotaler like his brother. His disdain for alcohol came from how in the later years of his youth, his father took to drinking and became a violent drunk who lashed out at anyone in his misery.

* Some of his funds earned from his work at the KGB and later in freelance espionage is invested in maintaining the technological edge. While he will often infilitrate, examine and sometimes steal scientific developments that he can apply to his field (such as voice modification, greater mask making technology, etc), he will just as often pay people for it.

* He often gathers intel on his target by paying the homeless to act as proxies and make notes. This is usually done to also get a feel of the surroundings before going in disguise for himself.

* He is one the very few people that Sergei has entrusted with personal information and contact with, which includes Sergei's children and lovers. The Chameleon has met some of the children when they were just toddlers though.