Chameleon (character)

• 1. Introduction

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  The Chameleon, a Marvel Comics supervillain whose real name is Dmitri Smerdyakov, began his criminal career by pretending to be Spider-Man. It did not work. He was soon exposed and arrested. Even so, he debuted in the first issue of The Amazing Spider-Man in March 1963, and he has stayed among the hero's most recurring enemies ever since. In the Marvel Universe he can impersonate virtually anyone. This documentary asks how a man who started with makeup and costumes became so persistent. It asks who pushed him toward Spider-Man, and what he wanted once he got there. It also asks what happens to a master of disguise when the people around him can no longer tell which face is real.

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• 2. Publication Trail

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  Stan Lee wrote the Chameleon's first appearance, and Steve Ditko drew it. By issue date, that makes him the earliest member of Spider-Man's rogues gallery. The one exception is the Burglar who murdered Ben Parker in Amazing Fantasy #15, who is left out of that count.

  Tales to Astonish, Tales of Suspense, and Web of Spider-Man all carried the Chameleon soon after his debut. Decades later he was still turning up. He appeared in the 2014 Original Sin: Secret Avengers Infinite Comic series and in the 2015 Spider-Man and the X-Men series. He returned in the 2018 Amazing Spider-Man series.

  In 2021 he appeared in a one-shot called Giant-Size Amazing Spider-Man: Chameleon Conspiracy. That title shares its name with a storyline that comes near the end of this documentary.

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• 3. Half-Brothers

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  Soviet Russia is where Dmitri Smerdyakov was born. In his youth he served his half-brother Sergei Kravinoff, and he later became a minor associate of Gustav Fiers. The two brothers were friends, yet Sergei was often abusive. Dmitri felt a mix of admiration and resentment toward him.

  A talent for impersonation set Dmitri apart. He impressed Sergei by imitating friends and neighbors. Eventually he emigrated to the United States and took on the identity of the Chameleon.

  Sergei soon followed, and by then he was known as Kraven the Hunter. The Chameleon inspired his old associate to start hunting Spider-Man, inviting him to dispose of the hero. Both men became long-time enemies of Spider-Man. Together they also fought Iron Man and then confronted the Hulk.

  Hank Pym became one of the Chameleon's disguises in a separate scheme. Posing as Pym, he robbed Pym's laboratory for documents to combat Virus Nine. He was delivering them to Hydra, along with a shrunken Hulk, when Ant-Man defeated him. On another occasion he disguised himself as the Torpedo to battle Daredevil.

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• 4. Faces And Gadgets

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  A belt buckle sat at the center of the Chameleon's early toolkit. At first he had no superhuman abilities at all and relied on makeup and elaborate costuming. The buckle held a device that released a gas to help him mold his features. Later he obtained a microcomputer from Spencer Smythe for it. That computer could be programmed with the facial features of hundreds of people.

  A video receiver in the buckle let the computer study anyone he met. It then copied their features using electrical impulses. Holographic technology let him change his appearance at the push of a button. His electronic devices even let him look like two different people to two separate observers. His costume used memory material, which electrical impulses from the belt could alter to resemble the clothing of whoever he was imitating.

  The character's powers were later made innate. A serum surgically and mutagenically altered his skin pigmentation, so he could take on any person's appearance at will. His face became permanently featureless and malleable. His clothing now responds to nerve impulses instead. He had taken the same serums that Kraven had taken over the years.

  Skill matters as much as technology. The Chameleon is a brilliant method actor, an expert impressionist, and a master of lifelike masks and make-up. He can assume a new disguise in less than a minute, although he rarely needs to. He speaks several languages fluently.

  He is not a scientific genius. Over his increased lifespan, though, he has met a wide array of sophisticated experimental technology, and he can apply much of it in his schemes. Across his stories he has been a spy, a hitman, and a criminal mastermind, and at various points he has joined both the Sinister Six and the Sinister Twelve.

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• 5. The Parker Deception

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  Kraven's suicide gave the Chameleon a new purpose. He became obsessed with making Spider-Man suffer for failing to prevent it.

  His schemes grew bolder. He tried to kidnap America's leading expert on superconductors, but Spider-Man thwarted him. He kidnapped J. Jonah Jameson. He asked the Maggia for support to become New York's new crime lord and formed an alliance with Hammerhead. Disguised as a scientist, he temporarily removed Spider-Man's powers. He later joined the Femme Fatales, the Scorpion, and the Tarantula against Spider-Man and the Black Cat, and he escaped when that plan failed.

  His most ambitious play came through an alliance with Harry Osborn as the Green Goblin. Before Harry's death, the Chameleon was told that Spider-Man's secret identity could be found through Peter Parker. He responded by building androids of Peter's parents, Richard and Mary Parker. He later admitted he went through with the plot to confirm once and for all that Peter was Spider-Man.

  The plan caused a psychotic breakdown for both men. Spider-Man briefly renounced his civilian identity, and the Chameleon was sent to Ravencroft. Ashley Kafka sneaked him into a basement to keep treating him, believing he was close to a breakthrough.

  A trial was being prepared when the Chameleon escaped. He tried to convince Spider-Man that he was really a hallucinating writer who had suffered a breakdown after his daughter died in a car accident. Peter broke through the deception by his own strength of will.

  Having confirmed the secret, the Chameleon turned on Spider-Man's family and friends. Mary Jane Watson subdued him with a baseball bat. At some point afterward he appears to have been killed by his nephew Alyosha Kravinoff, but he was revealed to have survived.

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• 6. Feigned Madness

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  The bridge where Gwen Stacy died is where the Chameleon staged his strangest scene. He lured Spider-Man there by pretending to have kidnapped Mary Jane. Then he declared his own loneliness and his love for Peter. The surprise made Peter laugh nervously, and the Chameleon threw himself off the bridge.

  He next appeared in a mental institution, completely incapacitated and believing himself to be Sergei Kravinoff. Yet he came back as the Chameleon, as part of the Sinister Twelve that Norman Osborn organized as the Green Goblin.

  After Spider-Man was unmasked, the Chameleon gathered a gang called the Exterminators. It included Will o' the Wisp, Scarecrow, Swarm, and Electro, and he blackmailed Molten Man into joining. His aim was to defeat Spider-Man and attack the web-slinger's family. May Parker defeated him.

  MODOK's Eleven, a limited series in the newest incarnation of Super Villain Team-Up, revealed the truth behind the bridge. The Chameleon had contacted A.I.M. the moment MODOK telepathically summoned him. He let A.I.M. send in its newest creation, the Ultra-Adaptoid, under the guise of the Chameleon. His apparent insanity and demise years earlier had been ruses, designed so he could fade into the background once more.

  The storyline "One More Day" then erased the memory of Peter and Mary Jane's timeline. That included knowledge of Spider-Man's identity, even for the Chameleon.

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• 7. The Hiding Place

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  An alley building is where Sasha Kravinoff and Ana Kravinoff found the distraught Chameleon during the "Gauntlet and Grim Hunt" storyline. They wanted his help in avenging Sergei's death. Follow-up issues show him helping the Kravinoff family build an alliance of Spider-Man's enemies, along with Diablo. After Sergei was resurrected, Spider-Man arrived and took revenge on the family. He pulled the Chameleon and Alyosha into a huge nest of spiders.

  Doctor Octopus's latest Sinister Six brought the Chameleon in next. He posed as Steve Rogers to infiltrate an Air Force base. He also disguised himself as a tribal chief when he and Mysterio attacked indigenous peoples using robots of the other Sinister Six members.

  Following the "Dying Wish" storyline, the Chameleon fought Superior Spider-Man, who was Otto Octavius's mind in Spider-Man's body, along with the Secret Avengers. The fight took place on the S.H.I.E.L.D. Helicarrier. The Chameleon was knocked unconscious and imprisoned in a hidden underwater lab. He later joined the "Superior Six" with Electro, Sandman, Mysterion, and the Vulture. The Superior Spider-Man placed the Six under his control to redeem them, forcing them to risk their lives on heroic deeds against their will. They broke free and sought revenge, nearly destroying New York.

  The "Chameleon Conspiracy" storyline put him in a Symkarian black site prison called the Hiding Place. Teresa Parker infiltrated it, planning to question him about Harry Osborn and the Life Model Decoys of her parents. She dragged him to the cell of Finisher, her parents' killer. The Chameleon claimed to have the answers she needed, so she non-fatally shot Finisher to ensure both men's compliance.

  The two men admitted that the Chameleon had faked Finisher's death to fool Spider-Man. When they were relocated, Finisher was shown to have a plethora of people resembling the Chameleon, which unsettled him. Spider-Man found that some of the Jack O'Lanterns, when unmasked, were Chameleon-like people. Finisher told Teresa that Gustav Fiers had adopted the Chameleon at a young age.

  Then came the twist. The Chameleon revealed that they had never left the Hiding Place. Finisher had used holographic technology to speak with Teresa. The Chameleon told her she could use the Clairvoyant to find the rest of her answers, while also claiming she might be a Chameleon double agent herself. Teresa rejected the insinuations and broke the Clairvoyant, believing she was a Parker first and foremost. She then made plans to track down Finisher.

  Back in his cell, the Chameleon was approached by Kindred. He said he was happy to do business with Osborn again.

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• 8. Other Faces

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  Major Jones is the name of the Chameleon from Earth-928 in Marvel 2099, a hippie whose abilities come from the Chameleon drug. On Earth-9500, in Friendly Neighborhood Spider-Man, a reptilian Dmitri Smerdyakov transforms by sampling DNA. He frames Sandman's father for murder, and Spider-Man uses a helmet to swap bodies. A version from Earth-71490 appears in Edge of Spider-Verse (vol. 2) #5 with shapeshifting abilities. In Marvel Noir, on Earth-90214, he is a former circus freak working for Norman Osborn, with a malleable clay-like body. The Ultimate Marvel universe offers Carnilla and her unnamed brother, two characters based on him.

  Television has brought him back many times. Tom Harvey voiced him in The Marvel Super Heroes, John H. Mayer in the 1981 Spider-Man episode "Arsenic and Aunt May", and Hans Conried in the Spider-Man and His Amazing Friends episode "Seven Little Superheroes". In Spider-Man: The Animated Series he is the stepson of the Red Skull and the stepbrother of Electro. That version never uses his "true" voice and speaks only while imitating others. Steve Blum voiced him in The Spectacular Spider-Man, and Patton Oswalt voiced him in Spider-Man (2017).

  Numan Acar made the character's live-action debut in the 2019 film Spider-Man: Far From Home, credited simply as "Dimitri". That version is an associate of Talos who poses as the bus driver for Peter Parker's class on a school trip across Europe. In the 2024 film Kraven the Hunter, Fred Hechinger plays the adult Dmitri and Billy Barratt plays him as a teenager. This Dmitri is the son of Nikolai Kravinoff, who abused him as weak. He can first mimic voices, and as an adult he gains shapeshifting after a mad scientist experiments on him.

  Video games have used him too. He appears in the SNES version of Spider-Man (1995) and in Spider-Man: The Sinister Six (1996), voiced by Dan Kamin. In The Amazing Spider-Man 2, Glenn Steinbaum voices a version who works for the Kingpin and poses as Donald Menken. In Spider-Man 2, voiced by Jim Pirri, a side mission follows drones that Kraven is using to find one individual. The data ranges from ordinary civilians to people who have been dead for years, and the individual turns out to be the Chameleon. He is also in Marvel Snap.

  Critics have ranked him highly. Game Rant placed him 12th in its "28 Best Spider-Man Villains Of All Time" list. Comic Book Resources put him 5th in its "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." IGN ranked him 14th in its "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."

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