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Dmitri Smerdyakov (Earth-616)

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Quote1 I am invisible because I am the same thing you look at every dreadful, dull day. I am the day before you realize everything has gone horribly, horribly wrong. I am the Chameleon. Quote2
-- Chameleon src

Born a Russian citizen named Dmitri Smerdyakov (Russian: Дмитрий 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. However, his own family never knew his true face, which was told by the Black Widow.

His ability to impersonate eventually brought him to the attention of the Communist countries, who trained him as a spy. The Chameleon 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.[1]

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.[2] 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.[3]

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[4] 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 crimefighters Daredevil[5], Torpedo[5] and others.

When Kraven the Hunter committed suicide, the Chameleon became obsessed with making Spider-Man suffer for his failure to prevent Kraven from killing himself. 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. Capitalizing on his augmented abilities, he attempted to discover Spider-Man's secret identity.

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 went insane 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".[6]

The Chameleon was taken to Ravencroft Institute but escaped after assuming the identity of his doctor, Ashley Kafka.[7] 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.[8]

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.[9]

The Chameleon survived. He was committed to a mental institution, where he believed he was Kraven the Hunter rather than Dmitri Smerdyakov. A short time later he returned to his Chameleon identity as part of Norman Osborn's Sinister Twelve.[10]

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.[11]

At the 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 to the Kravinoff 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 defeating Chameleon along with Alyosha and Vladimir Kravinoff. Chameleon and Vladimir were entrapped in a huge spider's nest.

Rejoining the Sinister Six

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.

Time later, Doctor Octopus, in his plant 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.[12]

Disguised as Al Gore, Chameleon tried to accelerate the decision of world's leaders about the matter, but was uncovered by Spider-Man, who irrupted 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.

Using an explosion as a distraction, Silver Sable saved Spider-Man and Black Widow. When they tried to get to one of Octavius manufacturing plants of satellites, they defeated Sandman, but Octavius asked for help to all nations, due his position in the matter, to capture Spider-Man.

Superior Spider-Man

Chameleon later fights the Superior Spider-Man (Doctor Octopus' mind in Spider-Man's body) and the Secret Avengers on the S.H.I.E.L.D. Helicarrier. Chameleon ended up knocked unconscious and Superior Spider-Man transports him to his hidden underwater lab where he ends up imprisoned.[13]

Spider-Man and the X-Men

Chameleon would reappear again, this time kidnapping Spider-Man and his class. It is revealed that he is working with Mojo under contract. But as usual, the class manage to beat Mojo and Chameleon, with the two ending up in jail.


Originally, the Chameleon had no superhuman powers

  • Later, the Chameleon's powers are 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 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 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.

Strength level

The Chameleon possesses the normal human strength for a man his age, height, and build who engages in moderate, regular exercise.


Newton (Earth-616)

Newton (Earth-616)

Professor Newton

Disguised as Professor Newton, the Chameleon stole some defense plans in an installation at the edge of town.[1]


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.

Early In his career:

Chameleon originally used masks that could be formed into a life-like copy of a chosen person’s face. When Chameleon sprayed it with a special gas, it dissolved and reverted to another shape, such as a different likeness or his normal white mask.
Colorshift clothing
His original clothing was made of a special fabric that changed to another color when sprayed with a special gas.


He used to hijack a helicopter early in his debut. But no definite transportation was mentioned.

  • Dmitri was revealed to have an American friend named Joe Cord.
  • The source of his abusive past was that the father had been drunk and abused Sergei. Then Dmitri was terribly influenced with the abuse due Sergei's anger.
  • His name was created from the Russian novel The Brothers Karamazov. Derived from "Dmitri" and "Smerdyakov"; Smerdyakov derives from the word smerdet meaning "to stink" / "son of the reeking one" in Russian.
  • 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. This method of disguising was perhaps a forerunner to that of The Question,who was later created by Steve Ditko after his run on The Amazing Spider-Man.

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