|Real Name||Dmitri Smerdyakov|
|Powers and Abilities||Able to Imitate Others|
|Allies|| Quentin Beck|
Dmitri Smerdyakov, also known as the Chameleon, is a supervillain mercenary and master of disguise.
Chameleon was hired to steal OsCorp secrets for an unknown competitor. For that, he poses as Norman Osborn and walks in OsCorp on Halloween night. While he is downloading some files, a commotion breaks out and he is alerted that an intruder stole the inhibitor prototype. He runs outside his office, and stares in awe as the Green Goblin flies away with the machine. ("The Uncertainty Principle")
His next known assignment was stealing the alien life form from the Empire State University Bio-Genetics laboratory. So, he takes the guise of Doctor Curt Connors and walks in the lab after everyone went home. However, he stumbles upon Spider-Man and Black Cat fighting over the substance. On the next night, Chameleon informs his boss that he failed to meet his assignment. After reading the Daily Bugle's story blaming Spider-Man for the robbery, the Chameleon concocts a plan to make up for his lost payment. He decides to pose as Spider-Man and goes on a crime spree. To complete the illusion and incriminate the real webslinger, the Chameleon has his associates, Quentin Beck and Phineas Mason, using their respective special effects and mechanical expertise during each robbery.
Then, the Chameleon and his crew infiltrate a party being hosted by Mayor Water in an ocean liner. The Chameleon disguises himself as Norman Osborn, posing as a political contributor. After greeting the Mayor, he slips away into the toilets and puts on the spider suit. When Mayor Water is making her speech, the Chameleon shows up as Spider-Man, holds the party hostage and collects their goods. The real Spider-Man comes in, donning a black suit, and a fight ensues. The Chameleon is not a match to Spider-Man, especially now that he is wearing the power enhancing suit, but Beck manages to provide a diversion and the trio flees. The Chameleon is able to leap aboard their escape boat, while Mason and Beck are left behind, and makes a run for it, with Spider-Man in pursuit. The Chameleon unsuccessfully tries to lose him, but Spider-Man catches up. The two fight aboard the Jet Ski, but even donning electrical gauntlets, the Chameleon is defeated. He is taken to the paddywagon but still manages to sneak out posing as a security guard. ("Persona")
Months later, Chameleon is hired by Norman Osborn to pose as him, in an attempt to redirect suspicion about his alter ego, the Green Goblin. Osborn supposedly briefed the Chameleon on everything he needed to know about the Green Goblin affair, including the Globulin Green formula. The Chameleon plays his role to near perfection, except when he apologizes to Spider-Man, apparently unaware of Normal Osborn's personal motto of never apologizing.
Norman had laid down a red herring to keep Spider-Man off track, throwing suspicion on Donald Menken. Chameleon gives Menken's location to Spider-Man, and Harry insists they to go after him, and take a helicopter. When the Green Goblin is finally masked and revealed to be Osborn, the Chameleon claims that he is an impostor, but his earlier slip-up leads Harry to realize truth and unmask him. Chameleon claims that he didn't sign on for that and parachutes out of the chopper. ("Final Curtain")
Chameleon was voiced by Steven Blum.