Chameleon

**Dmitri Smerdyakov**, codenamed the **Chameleon**, is a spy with the superhuman ability to disguise himself as almost anyone he wishes. Because of this power, Smerdyakov was frequently sought out by the criminal world's major power players. Following a mission gone wrong, Chameleon became obsessed with Richard Fisk and adopted his identity, taking on the persona of a new crime lord called the **Rose** to take over the New York underworld.

## Biography

Dmitri Smerdyakov was the younger brother of Kraven the Hunter, and detested growing up in his brother's shadow. Instead of embracing the spotlight like Kraven, Dmitri began to hone the art of subtlety, becoming a master at impersonating others. His skills eventually led to him becoming a superspy nicknamed the Chameleon, with this line of work eventually putting him into conflict with superheroes like Spider-Man and the Fantastic Four. At some point, Smerdyakov underwent an experiment that gave him the ability to physically alter his body to look like whoever he wants.

The mobster Hammerhead hired the Chameleon to assassinate Richard Fisk as part of a plot to destabilize the Kingpin's empire. Smerdyakov disguised himself as Fisk's best friend Alfredo Morelli and attempted to kill him while they were both onboard a flight to China, but a bomb set by Hammerhead exploded and sent the plane crashing into the ocean. Smerdyakov and Fisk survived and managed to swim to a nearby island, where they struck a truce as they worked together to survive for three months. During this time, Chameleon's mental state unraveled and he became obsessed with Richard, eventually killing him and assuming his identity when rescue finally arrived.

Fully believing himself to be Richard in his broken mental state, Chameleon returned to New York and was welcomed back into "his father"'s empire. Unable to shake his previous obsession with disguises, Smerdyakov crafted a new supervillain identity for himself that he called the Rose. As the Rose, Smerdyakov initiated a false flag operation in which he would publicly attack the Kingpin's forces while privately delivering valuable information about his rivals directly to him. Despite this, Smerdyakov developed a genuine thirst for power and began planning to overthrow the Kingpin.

The Rose hired Mirage to rob a tour boat whose company was owned by the Kingpin. However, once he began the robbery, he discovered that his old friend Boomerang was on board with his mother and was unable to rob either of them. Furious at Boomerang's interference with the robbery, Smerdyakov began to monitor the villain and his Sinister Six.

After the Sinister Six defeated the Vulture, the Rose hired Black Cat to steal Silvermane's head from them and bring it to him. The villains followed Black Cat to the Rose's location, where he captured them and offered them a place in his empire. When they refused, Smerdyakov knocked them out and brought them to the Kingpin, viciously threatening Black Cat when she questioned him. The Rose stood by Fisk's side when he addressed the Six, and helped him flee the area when Spider-Man and Venom crashed into the building (though not before Kingpin collected a sample of the symbiote's offspring). That night, he went to a meeting with Don Fortunato of the Maggia in which Fortunato revealed that he knew Smerdyakov's true identity. This caused the meeting to turn into shootout, with the Rose and his forces gunning down Fortunato's men (with the exception of his son, Angelo Fortunato).

Recognizing the threat that the Sinister Six now posed, Smerdyakov received permission from the Kingpin to send Bullseye after them. In reality, this was a ploy to ensure that Bullseye was far away while the master of disguise assassinated the Kingpin, pinning the blame on Black Cat. He then took control of the Kingpin's empire, and his first act as leader was to have Bullseye bonded with the symbiote's offspring. This proved to be a grave mistake, as Bullseye became a monstrous killing machine called Carnage and slaughtered all of the Rose's forces. Beetle discovered Chameleon sitting in the ruins of the base, nearly catatonic and with his face melting off. She figured out his true identity and called him by his real name, causing Smerdyakov to begin ranting to her that he was Richard Fisk. Beetle prepared to put the raving villain out of his misery, but she was interrupted by the arrival of Black Cat and Silver Sable, who were being chased by Carnage. Despite his mad pursuit, the symbiote-bonded madman briefly paused to smash Chameleon's face into a wall.

After the Sinister Six defeated Carnage, Smerdyakov was discovered in the wreckage of the base and arrested by S.H.I.E.L.D.. Due to his utterly destroyed mental state, he was incarcerated at the Ravencroft Institute.

## Powers and abilities

### Powers

* **Shape shifting:**
	+ **Appearance alteration:**
	+ **Voice alteration:**

### Abilities

* **Master spy:**
	+ **Master of disguise**
	+ **Brilliant actor and impressionist**
	+ **Skilled marksman**
	+ **Skilled hand-to-hand combatant**

## Equipment

### Former equipment

* **Chameleon suit:**
* **Rose suit:**

## Trivia

* In Marvel Comics, the Chameleon is a recurring threat who was the first supervillain Spider-Man ever fought, debuting in *The Amazing Spider-Man* #1.
* In Marvel Comics, Richard Fisk used the secret identity of the Rose to compete with his father, with the identity debuting in *The Amazing Spider-Man* #253.