Chameleon (Marvel)

**Chameleon** appeared in 1962 Marvel Comics called *Amazing Spider-Man*.

Born a Russian citizen named **Dmitri Nikolaievich Smerdyakov** (Russian: **Дмитрий Николаевич Смердяков**), Chameleon was the half-brother of Sergei Kravinoff. His parents were Sergei's father and Sonya Smerdyakov, a servant girl. He was taught to hate himself from his arrival in the Kravinoff family. His father hated the sight of his face and his mother considered him a humiliation. The only member in his family who barely tolerated him was the legitimate son Sergei, who was also abusive towards him. In order to impress Sergei, he entertained him by using his impersonation skills on his neighbors and friends. Dmitri was so deeply scarred that he repressed his very identity and came to believe he had been friends with Sergei.

When he was still a child, Dmitri was approached by a man named Gustav Fiers. Impressed by the boy's ability to disguise himself, Fiers took him to his brother Karl, also known as the Finisher. Karl took Dmitri under his wing to hone his abilities in a school for the cover arts. Dimitri left the Kravinoff estate without saying goodbye to anyone, even his brother Sergei. Fiers' academy trained other children to become perfect impersonators and sleeper agents known as Chameleons. The most prized pupil of the Finisher, Dmitri became known as the one and only Chameleon. As the Chameleon, Dmitri relied on his skills and a mixture of costumes and make-up to conceal his identity. He wore a multi-pocket disguise vest in which he kept the materials he would need to mask himself at short notice.

Soon after Spider-Man's public debut, the Chameleon stole a portion of the plans for a classified missile-defense system. He learned through the news media that Spider-Man had paid a visit to the world's foremost team of superhuman adventurers, the Fantastic Four. Rumor had it the Fantastic Four were considering the neophyte hero for membership. The Chameleon correctly theorized that the wall-crawler, then wanted by authorities, had sought to join the Fantastic Four as a means of securing a steady income. To cover his tracks, the Chameleon planned to frame Spider-Man for the theft of the remaining schematics. However, the web-slinger captured the Chameleon and exposed him as the real culprit, clearing his name.

Deported following his apprehension, the Chameleon returned to America several months later. Viewing the wall-crawler as a clear and present danger to his illicit objectives, he enlisted his half-brother Sergei as a partner in crime. Now called Kraven the Hunter, Sergei had become master tracker and expert marksman. However, Spider-Man managed to turn the tables on the predators. Kraven went on to become a long time adversary of Spider-Man.

Even though the Chameleon knew that his half-brother was selfish and egotistical, he wanted to be accepted by his half-brother. He kept on proving himself to be the deadlier brother. In order to do that, he decided to prove his superiority over Kraven by defeating Iron Man. Disguising himself as Captain America, Chameleon contacted Iron Man and convinced him that he was the real Captain America and that the Captain America at Avengers Mansion was really Chameleon. Iron Man and Captain America fought it out until Giant-Man captured him and exposed his deception.

The Chameleon went on to engage in numerous unlawful endeavors. Sometimes, he has worked in the employ of others, including Hydra, a technologically advanced, neo-fascist subversive organization, the Leader and the Lobo Brothers. He also impersonated J. Jonah Jameson until Spider-Man found out about it. Often, he committed robberies solely for his own benefit. In addition to Spider-Man, the Chameleon also ran afoul of crime fighters Daredevil, Torpedo, and others.

To broaden the scope of his impersonation skills, the Chameleon adopted a holographic belt and ingested an experimental formula that rendered his body completely malleable. For a time, he kidnapped and posed as J. Jonah Jameson while also forging a criminal alliance with Hammerhead.

The Green Goblin persuaded Chameleon to create two robots who would appear to be Peter Parker's dead parents in an effort to get Peter to tell them who Spider-Man really was. The Goblin already knew Spidey's identity but wanted to mess with Peter's head so he convinced Chameleon that Parker, due to all the photos he had taken, was sure to know Spider-Man's identity. When Spider-Man discovered the fraud, he was furious over the disappointment of losing his parents again. Faced with a more fearsome and vicious Spider-Man than ever before, the Chameleon's repressed memories of his unhappy childhood with Sergei returned and he fell into a catatonic state. He just kept repeating the words "I'm nothing".

The Chameleon was taken to Ravencroft Institute but escaped after assuming the identity of his doctor, Ashley Kafka. He kidnapped Spider-Man and unmasked him, finally understanding why Spider-Man had been so enraged after discovering the truth about his robot parents. Chameleon imprisoned Peter and convinced him that he was a writer named Herbert Smith who was incarcerated in an insane asylum, and that his life as Spider-Man had been a figment of his imagination. Chameleon took on the role of Peter himself but was foiled by Mary Jane, armed with a baseball bat, who knew her husband too well to fall for the impersonation. Escaping, he was shot by his nephew Alyosha Kravinoff, the new Kraven the Hunter.

Wanting to make up for his past crimes, he arranged to have Spider-Man meet him at the bridge where his first love Gwen Stacy died. The Chameleon declared his own loneliness and love for Peter. When Peter laughed out of surprise, he attempted suicide by leaping off the bridge.

The Chameleon survived. He was committed to a mental institution, where he believed he was his brother Kraven the Hunter rather than himself. A short time later he returned to his Chameleon identity as part of Norman Osborn's Sinister Twelve.

After Spider-Man went public with his identity, 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. He disguised himself as Peter Parker in an attempt to kill May Parker. He was foiled when she figured out he was not her nephew and drugged him with oatmeal cookies laced with Mary Jane's Ambien.

Chameleon briefly joined MODOK's 11 after the Civil War and World War Hulk but had in fact allowed the Ultra-Adaptoid to replace him on the team after going to Monica Rappaccini with M.O.D.O.K.'s offer and getting paid by her instead.

During Norman Osborn's Dark Reign era, the Chameleon was more sadistic and sociopathic than before. He was much more focused after being hired by Colonel Kasab and his "pro-Taliban" elements in Pakistan. His mission was to assemble a dirty bomb at New York, which he accomplished by taking Peter Parker's identity. Not that he remembered Peter. His mind, like everyone else, was wiped clean of Spider-Man's ID by the Parkers' deal with Mephisto. As he molded a kidnapped Peter Parker's face, he mused, "Parker. Peter Parker. Why does that name sound so familiar to me? Tch. So many names. So many faces. And I've been them all." After he infiltrated the premises under Peter Parker's identity and failed to place a dirty bomb, a distraught Dmitri was sought for help by Sasha Kravinoff.

Dmitri worked with Sasha avenging the death of Kraven the Hunter in which he helped forging alliances with various villains that had crossed paths with Spider-Man. When it came time the Kravinoffs were ready to resurrect Kraven, Chameleon posed as Ezekiel Sims 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. Once Kravinoff was revived, Chameleon and the Kravinoffs noticed that Sergei was lacking control of himself, in which Chameleon realized that this is stem from inward anger from being resurrected. Chameleon and the Kravinoffs investigated the body of Spider-Man. Soon after, the real Spider-Man appeared and defeated Chameleon along with Alyosha and Vladimir Kravinoff. Chameleon and Vladimir were entrapped in a huge spider's nest.

Dmitri joined Doctor Octopus' new Sinister Six and helped him to rob technology from the Baxter Building as well as robbing the Zero Cannon from the Intelligencia.

Sometime later, Doctor Octopus, in his plan to be remembered as the man who saved Earth, offered the chance to stop the Greenhouse Effect, as well as speed it up, using a special device connected with different satellites on the orbit.

Disguised as Al Gore, Chameleon tried to accelerate the decision of world's leaders about the matter, but was uncovered by Spider-Man, who interrupted the scene along the Avengers. When the Chameleon was freed, he arrived in the Mediterranean on a meeting with the rest of the team. The Avengers followed them and arrived, fighting the Sinister Six, but they where all defeated by the villains, the price of the battle was Electro, who was sent to space by Thor.

Chameleon secretly attended his brother's funeral, grateful for not being among the Hunted, and vowed to honor Sergei by destroying the world. He began so with a lucrative shadow business selling once-classified technologies to various criminal outlets after the fall of S.H.I.E.L.D. One client was The Foreigner, who enlisted the Chameleon to find doses of the Infinity Formula to help the heavily sick Silver Sable. To locate the doses, the Chameleon fatally tortured ex-S.H.I.E.L.D. David Albright, the boyfriend of Teresa Parker, who herself was the long-lost sister of Spider-Man. He left David for Teresa and Spider-Man to find after he had been killed.

With Teresa on his trail to avenge David, the Chameleon commenced the next step with his plans in America. Following a commission by Countess Katrina Karkov, Chameleon had The Hitman stage an assassination attempt on Doctor Doom while he himself was inside the UN Headquarters sowing divisiveness on Doom's presence. After Spider-Man revealed the shot monarch was a Doombot and Manhattan was besieged by an army of them, Countess Karkov double-crossed the Chameleon and facilitated his apprehension by the Parker siblings. In the aftermath, the Chameleon was imprisoned in the Hiding Place. Despite incarceration, Chameleon had laid the seeds of future machinations with Norah Winters, helping her to establish a start-up tabloid news website dubbed Threats and Menaces, and instructing her from his contraband mobile phone in his cell.

Teresa ultimately broke into the Hiding Place to avenge David, but the Chameleon tempted her with information on her parents. Introducing Teresa to a holographic projection of the Finisher, the believed dead killer of Richard and Mary Parker. The Chameleon and the Finisher attempted to convince Teresa that she was a sleeper agent and a Chameleon just like the Finisher's other pupils, and they offered to provide her with 'definitive' answers for her origins if she worked for them. Teresa refused, deciding instead to embrace her identity even if she was unsure it was real before she set out to find the Finisher to avenge the Parkers. The Chameleon chose to remain in his cell, although he claimed to have no need to leave the Hiding Place, and was later approached by long-time patron Kindred, ordering more doses of the disguising serum the Chameleon had provided him.

## Powers and Abilities

Originally, the Chameleon had no superhuman powers. Later, the Chameleon's powers were made innate: his epidermis and 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 Sergei Kravinoff 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.

Later he returned to his powerless state as the 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.

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.

### Arsenal

* **Memory Material:** Chameleon’s clothing is made of a special fabric that can reshape and recolor itself. The change is triggered by his computer belt.
* **Computer Belt:** This serves three functions. A video scanner records a person’s overall appearance and feeds that information into a visual synthesizer that interpolates the rest of the person’s appearance. Its memory banks can store hundreds of such images. When an image is called up via a code tapped on the belt’s keypad, subtle electrical signals trigger changes in the Chameleon’s body and pigmentation. A secondary signal alters the appearance of his clothing.
* **Knockout Darts:** The Chameleon carries a small air pistol that fires darts up to 40’. These darts contain a potent anesthetic that knocks its victim unconscious for several hours.
* **Knockout Gas:** A small aerosol can emits a cloud of potent anesthetic that knocks its victim unconscious for several hours. This cloud is effective up to 10’ away. Victims fall asleep for 1-10 hours.
* **Smoke Bomb:** These fill a 40' radius with an opaque mist.