Character » Chameleon appears in 461 issues.

    Dmitri Smerdyakov, AKA Chameleon, was first member of an inexperienced Spider-Man's rogue's gallery. The Chameleon is an elite spy and a master of disguise, using a variety of masks, technology, and other inventive techniques to flawless mimic the appearance and mannerisms of virtually anyone. Although he has been revealed to be the half-brother of Kraven The Hunter, the face behind his trade-mark white mask – worn even beneath his other masks – has never been seen.

    Short summary describing this character.

    Chameleon last edited by Mickey_Finley on 12/30/22 06:34AM View full history


    The Chameleon was born a Soviet citizen named Dmitri Smerdyakov. In his youth, he was a servant and half-brother to Kraven the Hunter, Sergei Kravinoff, and eventually became a minor associate to one Gustav Fiers. Although Dmitri and Sergei were friends, Sergei was often abusive to Smerdyakov, leading to a combination of admiration and resentment towards Kravinoff. Eventually, Smerdyakov emigrated to the United States of America. As he had made a talent for himself during his youth, impressing his brother by impersonating friends and neighbours, he assumed an even more impressive disguise: the identity of the Chameleon. During his first known criminal outing on a spy gig, he impersonated Spider-Man, though he was exposed and arrested. Shortly afterward, Kravinoff, now Kraven the Hunter, himself came to America, and the Chameleon set his old associate's sights on Spider-Man. Both men became long-time enemies of Spider-Man, part of his primary rogues' gallery.


    Chameleon was created by Stan Lee and artist Dan Ditko as the first member of Spider-man's gallery of rogues. He first appear in The Amazing Spider-Man #1.

    Character Evolution

    The Chameleon often works as a spy or thief for various crime bosses throughout New York. It is extremely rare for the Chameleon to commit crimes for his own benefit. Chameleon was recently seen as a member of Norman Osborn's Sinister Twelve and M.O.D.O.K.'s 11 (although it was later revealed to be a disguised Super-Adoptoed infiltrating M.O.D.O.K.'s group in an attempt to kill him).

    Major Story Arcs

    Step Brothers
    Step Brothers

    Chameleon's next gambit was to contact his step-brother, Kraven the Hunter, and convinced him to try his hand at prey worthy of his skills. Kraven was no match for Spider-Man, and the two villains were arrested and deported back to Russia. They returned and the life-long feud between Spider-Man and Chameleon truly began.

    Eventually these confrontations reached a more personal level. Using secret plans left by the late Harry Osborn, Chameleon discovered Spider-Man's secret identity. First he crafted androids of the hero's deceased parents. Believing them to be his true mother and father, Spider-Man was shocked when the androids were "killed" and revealed to be nothing more than machines. However, this was nothing compared to what followed.

    Knockout by MJ
    Knockout by MJ

    After capturing Spider-Man, Smerdyakov disguised himself as his rival's alter-ego, Peter Parker, and attempted to rape his wife, Mary-Jane Watson. Although she was able to beat him off with a baseball bat, the experience deeply traumatized her.

    Fortunately for Spider-Man's friends and family, Chameleon's memory is spotty at best. Years of abuse by his step-father and step-brother had taken its toll, and Chameleon was driven insane, unable to actually recall his actual identity due to the many years of pretending to be other people: he became a empty shell, one that he filled by his skills in impersonation. At one point, Chameleon donned the identity of the deceased Kraven after apparently assuming his personality and fully believing he was Kraven himself, even to the point that Kraven's own son was unable to tell if he was actually him or not.

    Another time had Chameleon take a swan dive off of the Brooklyn Bridge, declaring his love for Spider-Man after using holograms to bait him out to see him. However, he survived this incident, as well as a near-fatal shooting by his nephew Alyosha Kravinoff, only to suffer the most embarrassing defeat of his career. Chameleon once again disguised himself as Peter Parker and tried to kill his Aunt May, but he was fed a drugged pie by the old lady and was once again captured.

    Following the events of Brand New Day, all memory of Spider-Man's secret identity has been erased. Chameleon was seen impersonating newly elected president Barack Obama, until he was foiled by Spider-Man (who was photographing the event).

    He also aided Sasha Kravinoff and the rest of Kraven's family in resurrecting him, even aiding in capturing Spider-Man by pretending to be a close ally of his. Of all of them he was the only one to realize Kraven probably did not want to be resurrected in the first place due to his his own madness and sense of honor. He was defeated with the rest of the Kravinoffs by a enraged Spider-Man.

    He bought it
    He bought it

    He has most recently been seen as one of the villains participating in Doctor Octopus' "scavenger hunt". The first of these items is Menace and Norman Osborn's newborn baby. He is told by Octavius that the baby is the first of a new species. He is caught by Spider-Man, whom he tells that the Lizard now has the baby.

    Power's and Abilities

    Master of Disguise
    Master of Disguise

    Originally, the Chameleon had no superhuman powers and simply used makeup and elaborate costuming to impersonate his targets. In order to do this, he implemented a device in a belt buckle that emitted a gas that helped him mold his features, as well as storing extra masks and costumes for use. Later, the Chameleon obtained a microcomputer from Spencer Smythe for his belt buckle that could be programmed with the facial features of hundreds of people (a prototype of this was a full costrume that did the same thing, but it proved to be too clunky in the field for actual success) The belt buckle also contains a video receiver that enables the computer to analyse the appearance of anyone the Chameleon encounters so that it can duplicate his/her features using electrical impulses. The computer utilizes holographic technology that allowed him to change his appearance at the push of a button. His electronic devices allowed him to appear as two different people to two separate observers simultaneously. The Chameleon's costume consists of "memory material" that can be altered by electrical impulses from his belt so as to resemble the clothing of the person he is impersonating. This also allows him to blend in to the background of surfaces and hide, as well as create holograms close to him that mimic people almost perfectly.

    Later, the Chameleon's powers are made innate: as a experimental serum rendered his flesh malleable, the pigmentation of his skin and even the nature of the epidermis have been surgically and mutagenically altered by a serum so that he can instantly take on the physical appearance of any person at will allowing him to look, imitate, and impersonate other various individuals. The Chameleon's malleable flesh can assume the appearance and features of virtually any human being he chooses. This includes changing his eye pigmentation, hair style or colour, body shape or type, and facial features. The Chameleon’s abilities are limited only by the extent of his imagination. The Chameleon later required his Computer Belt in order to trigger this power. If he lost the belt, the Chameleon would revert back to his normal, dead-white form. However his true face wasn't known even to his family according to even Kraven himself, so this could actually have been his innate power all along. The Chameleon also wears fabric made of memory material that responds to nerve impulses and can appear to be what ever costume he wishes to be.

    When his past friendship with Sergei Kravinoff was revealed, it was also revealed that the Chameleon had taken some of the same mystical serums that Kraven the Hunter had taken over the years. This would mean that the Chameleon’s body is somewhat physically augmented. However it is at a much lower level than that of Kraven, as his augmentations may not have allowed him to reached superhuman level. This includes Enhanced Strength, Enhanced Endurance, Enhanced Durability, and Longevity slowing the Chameleon’s natural aging process causing him to age at much slower rate than that of normal humans giving him a extended lifespan. Although it’s unknown how long his life span is, seeing as how both the Chameleon and Kraven the Hunter are half brothers who grew up together, with Kraven remembering the Soviet revolution of 1917. This would suggest that the Chameleon is of a similar age making him to be over 70 years old, if not older, and yet have the physical appearance and vitality of someone in their 30ies, however with Marvel's Sliding Timescale, this might not be as drastic of a age difference as first expected.

    The Chameleon has had a limited education; however he was trained by the KGB.

    Even without his powers or his Microcomputer Belt, the Chameleon is one of the world’s greatest masters of disguise. The Chameleon is a master at creating lifelike masks and make-up. The Chameleon is also a quick-changing artist who can assume a new disguise in less than a minute, although he no longer needs to use such skills.

    The Chameleon can also flawlessly imitate and mimic nearly anyone's voice and/or speech patterns he hears, although he no longer needs to use such skills and is a brilliant method actor and impressionist as well as being a master of both Politics and Business Administration when using his skills to get what he wants, as well as being a successful crime boss in the underworld (to the point that even Kingpin pointed out him as a feasible rival) The Chameleon can imitate others in such a convincing manner that, apart from the people closest to that person practically no one can tell the Chameleon and his victims apart. His natural talents are now increased by a serum that would allow him to alter his face at will.

    The Chameleon can also speak fluently in several different languages including English, Russian, and others without using any kind of accent and is a formidable and experienced hand to hand combatant who possesses knowledge based on basic street-fighting techniques and was using any kind of fighting techniques and skills he learned from his time with the KGB, making the Chameleon an above average unarmed combatant. He's also surprisingly fast on his feet, able to leap around a rampaging Hammerhead while wearing a fat suit.

    The Chameleon is a Master of Espionage, a skilled marksman and a explosive expert. The Chameleon is also a skilled pilot capable of driving and piloting helicopters and planes.

    Microcomputer Belt: Later on, the Chameleon obtained a microcomputer belt buckle from Spencer Smythe. This microcomputer belt buckle serves three functions. 1. A video scanner receiver records and analyses a person’s overall appearance including facial features of anyone the Chameleon encounters and feeds that information into a visual synthesizer that interpolates the rest of the person’s appearance so that it can duplicate his or her facial features using electrical impulses. 2. Its memory banks can store up to hundreds of different images including facial features. 3. The computer utilizes Holographic Image technology that 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 eye pigmentation allows him to change his appearance at the push of a button. A secondary signal alters the appearance of his clothing. His microcomputer belt buckle also is capable of allowed him to appear as two different people to two separate observers simultaneously by altering the perception of multiple viewers simultaneously.

    Memory Material: The Chameleon’s clothing is made of a special fabric of memorial materials that can reshape and recolor itself by electrical impulses from his computer belt so as to resemble the clothing of the person he is impersonating. The change is triggered by his computer belt. Since the Chameleon can now take on the physical appearance of any person at will, the fabric made of memory material that now responds to his nerve impulses and can modified and appear to be what ever costume he wishes to be.

    Knockout Darts: The Chameleon carries a small air pistol that fires darts up to 40 darts. These darts contain a potent anesthetic which knocks its victims out and makes them stay unconscious for several hours.

    Knockout Gas: The Chameleon uses a small aerosol that can emit a cloud of potent, undetectable anesthetic gas that will knock its victim out where they will stay unconscious for several hours. This cloud is effective for over 10 feet (3.048 meters) away. The victims who fell asleep will stay unconscious for anywhere between 1 to 10 hours.

    Smoke Bomb: The Chameleon uses a type of smoke bomb that will fill a 40 foot (12.192 meters) radius with an opaque mist.

    Early In his career before the Chameleon gained his Computer Belt or his powers he used:

    Masks: The Chameleon originally used masks that could be formed into a life-like copy of a chosen person’s face. When the Chameleon’s belt buckle emittes and sprays with a special gas, that helps it dissolved in order to mold his features and reverted to another shape, such as a different likeness or his normal white mask.helped him.

    Colorshift Clothing: The Chameleon’s original clothing was made of a special fabric that changed to another color when sprayed with a special gas.

    Alternate Version

    Ultimate Chameleon (Earth-1610)

    The Chameleon as Peter Parker
    The Chameleon as Peter Parker

    In the Ultimate Universe, The Chameleon is an enigmatic energy-wielding shape-shifting thief slash Mutant Growth Hormone addict who, along with his sister Camellia, take whatever measures are necessary to get what they want.

    When Peter went to Ben Urich to show him the tape when Kitty Pryde was 'taken' away from Midtown High, when J. Jonah Jameson passed them by, Peter's spider-sense went through the roof and compelled him to follow Jameson.

    Upon reaching the parking lot downstairs, Peter confronted "Jameson" who was, in reality, a shape-shifting impostor.

    But when Peter tried to fight him, the fake Jameson unleashed a powerful electrical energy blast in an attempt to incapacitate him, which did nothing more than injure Peter the first time around.

    The impostor, who called himself The Chameleon, fired off another energy blast which managed to knock Peter out and then took on his form, which he managed to completely fool Mary Jane and Ben Urich with upon returning to The Bugle.

    While in Peter's form, The Chameleon brought ruin to his social and love life by kissing Mary Jane on their return trip home, turning Peter's current girlfriend Gwen against Mary Jane by telling her that she was the one who kissed him.

    Then, to add insult to injury, The Chameleon kissed Mary Jane in front of Gwen and made sure that she knew that he was the one kissing Mary Jane and not the other way around, an act which hurt Gwen's feelings very deeply.

    The Five Fingered Discount Crusade
    The Five Fingered Discount Crusade

    He even went so far as to demean Aunt May and disobey as well as fight with her at every turn. It was not long after this that The Chameleon discovered that Peter was Spider-Man after opening a chest that contained his uniform and gear.

    He then called Camellia and told her that he just hit the jackpot with his discovery and that their money troubles were about to go away very quickly.

    After arming himself with all of Peter's gear, a pair of MP5 Sub-Machine Guns and popping some Mutant Growth Hormone pills, Chameleon went on a crime spree and tore his way through everyone that stood in his way, even going so far as to kill a few people in his quest for cash.

    However, during his second to last heist, Chameleon was confronted by The Human Torch and Iceman, who argued over whether he was really Peter Parker or not after they looked upon his false face.

    The Chameleon tried to convince them that he was Peter by telling them that he had become fed up with being Spider-Man and not receiving anything in return for his heroics and that he decided it was high time that he got what he believed he deserved.

    Elemental War
    Elemental War

    He even went so far as to promise to divvy up the cash with them once they returned home, something which turned out to be a tactical error on his part.

    Once The Human Torch finally realized that he was not Peter, both him and Iceman forced him to admit the truth, which he did and then drew out his guns and fired away with wild abandon.

    But when he realized that the bullets weren't getting past their elemental abilities, Chameleon fired off a series electrical energy blasts and managed to escape before they could recover from his attack.

    Upon returning to his and Camellia's hideout, Chameleon demanded that she kill Peter off immediately and when she wouldn't do it he grabbed the gun and fired it at Peter.

    Luckily, the drugs that had rendered Peter's powers useless wore off to an extent and dodged the bullet while breaking free of the ropes tying him to a chair they had provided.

    The End of Freedom
    The End of Freedom

    Peter immediately lashed out at Chameleon only to be hit by an electrical burst of energy and was left incapacitated while Camellia, who had sensed Iceman and The Human Torch's approach, tried to get her brother to leave the hideout with her.

    However, Chameleon's obsession with killing Peter off once and for all delayed their escape, allowing the two heroes to catch up to them before they could make a break for it.

    Iceman constructed an inescapable barrier around them while The Human Torch drew the oxygen from their lungs and knocked them out. Once they had both been defeated, Iceman sealed them away in blocks of ice and took them to the Triskelion.

    At the Triskelion, Chameleon continually demanded to see his sister, but Carol Danvers said that unless he cooperated with them he would only be granted the "privilege" of being a permanent guest at S.H.I.E.L.D.'s most secure facility for the rest of his life.

    Carol then, in the hopes that he would come to his senses and answer her questions, asked Chameleon to reveal his true name and tell her how he is able to shape-shift and fire off electrical energy blasts.

    Carol meets The Chameleon
    Carol meets The Chameleon

    Chameleon did not answer her questions however and instead told Carol that if she did not let him see Camellia that he would tear the whole building down and, after turning into Carol herself, that he she would be next on his list.

    Realizing that she wasn't going to get any answers from Chameleon, Carol simply decided to have Chameleon thrown in a cell and be left to rot in it for the rest of his days.

    Unfortunately, the dark taint Chameleon had left on Peter's love, social and secret lives wouldn't be leaving him anytime soon and would definitely have a dramatic effect on his future.

    In short, Chameleon had still, in one way, attained a great victory by ruining Peter's life. A fact that he has forgotten as his concerns for Camellia's well-being increases endlessly with each day that passes him by.

    Other Media


    Chameleon in Spectacular Spider-Man
    Chameleon in Spectacular Spider-Man
    • Chameleon appears in the 1980s Spider-Man cartoon, voiced by John H. Mayer.
    • Chameleon appears in the Spider-Man and His Amazing Friends episode "Seven Little Superheroes" and is voiced by Hans Conried.
    • Chameleon first appears in the thirteenth episode of Spider-Man: The Animated Series, "Day of the Chameleon." He was depicted using hologram generating belts to photograph and create disguises.
    • In the Spectacular Spider-Man series, he is first seen attempting to steal the symbiote from Dr. Conners' lab. He fails, and later attempts to frame Spider-Man for a string of robberies with the help of his henchmen Quentin Beck and Phineus Mason. Disguising himself as a police officer, Chameleon makes his escape while leaving his allies to be carted off to prison. Beck and Mason have since reappeared, as Mysterio and The Tinkerer respectively, and have apparently severed all ties to Chameleon. He was voiced by Steve Blum.
    • Chameleon appears in Marvel's Spider-Man as part of the "Bring on the Bad Guys" storyline, voiced by comedian Patton Oswalt.

    Video Games

    Amazing Spider-Man 2
    Amazing Spider-Man 2
    • The Chameleon appears in the SNES Spider-Man game. He is able to use the abilities of both the Rhino and the Owl to attack Spider-Man.
    • The Chameleon appears in the video game adaptation of The Amazing Spider-Man 2, despite not appearing in the actual film. It is revealed that he has been running the Kingpin's bio-experiment operation by posing as Donald Menken. He was voiced by Glenn Steinbaum.


    Marvel Legends
    Marvel Legends
    • Chameleon was featured in ToyBiz's line based on the Spider-Man animated series. As an accessory, he came with alternate heads that allowed him to impersonate J. Jonah Jameson, Spider-Man and Venom.
    • Chameleon was featured in the HeroClix figure game.
    • Chameleon was featured in Hasbro's Marvel Universe line. The figure came with alternate heads allowing him to impersonate Norman Osborn or Spider-Man.
    • Eaglemoss Publications produced a lead Chameleon figurine.
    • Chameleon appeared in Diamond Select's Minimates line.
    • Chameleon was featured in Hasbro's Marvel Legends line as part of the Rhino Build-a-Figure wave. The film came with interchangeable J. Jonah Jameson and Hammerhead heads.

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