This article is written from the Real World perspective Real World
Series Spider-Man
Release Date June 11, 1995
Episode Number 13
Writer John Semper, Jr.
1 images

S.H.I.E.L.D. hunts down a crafty and dangerous terrorist who can appear as anyone. Will they put Spider-Man on their wanted list when he tries to help? (Season Finale)


At an airport in New York City, several government agents led by a a red-haired woman run up to a man and hold him at gunpoint. However, then man pushes a button on his suitcase which shoots out a smoke pellet that provides a cover for him to escape.

The man then takes the identity of a J3 Communications co-pilot and he approaches the J3 helicopter. He throws the pilot out of his seat and hijacks the helicopter.

The government agents chase after him in their own helicopters. The J3 helicopter's tail rotor accidentally hits a building breaking off and causing the helicopter to spin out of control and crash into a building.

However, Spider-Man just happens to be in the right place at the right time and swings over and gets the man out of the helicopter placing him on the ground. At that moment, the helicopter explodes and causes scaffolding on the side of the building to break. Two men on it hold on for their life.

As one of the men falls, Spider-Man saves him by getting above the man and shooting a web line at his feet. The pilot starts to walk away and Spider-Man yells at him to stop. However, the helicopter explodes and falls.

A woman standing underneath the falling helicopter is saved as Spider-Man swings by and grabs her. From afar, the mysterious man watches Spider-Man and changes into another form to escape.

Later that day at The Daily Bugle, Peter Parker quickly gets off the elevator and rushes into J. Jonah Jameson's office despite Jameson's secretary, Glory Grant, telling him he can't go in. Inside Jameson's office, there are several photographers taking pictures of him. As Peter attempts to get Jameson's attention Glory tells Jameson that he is late for his tuxedo fitting and he leaves and Peter follows him into the elevator.

Peter then asks if he can photograph the upcoming peace treaty signing. However, Jameson calls Peter nuts and says that the peace treaty signing is like one of Spider-Man's crime scenes. Peter tells Jameson to let him plead his case and Jameson agrees to hear him out as they both get into his limousine. The mysterious man secretly watches them as they drive off and then takes the appearance of Jameson.

While in the limo, Peter tells Jameson that taking a photo of the peace treaty signing could win him a Pulitzer Prize and attempts to convince Jameson to let him go. However, Jameson says that each newspaper is only allowed one photographer. Peter presses on and asks to attend the party Jameson is throwing because it will be the only time the two leaders will be seen together before the treaty signing.

The limo driver then pulls into a dead end. Jameson realizes this and tells the driver to turn around. However, the limo driver pushes a button that activates electronic shackles that bind Jameson and Peter by their wrists. As the driver tells Jameson that no harm will come to him, the limo transforms into a plane and flies off. Jameson demands to be set free Peter and thinks to himself that he must not attempt to escape so that he can find out what's going on.

As the plane reaches it's destination, Peter is locked in a cell. Peter realizes that he is there by mistake and that Jameson is the one they wanted. Just then, Peter hears voices coming from the air vent and crawls through it.

Peter crawls through the vents he ventilation system and sees men practicing shooting. He reasons that wherever his is must be a training center for assassins. Peter then finds a door and opens it hoping to escape. However, Peter falls through the hatch. As he gets outside, he grabs onto the hatch and learns that he is actually in a fortress floating in the air. Peter then climbs back inside and finds Jameson talking to a man hovering in a chair wearing an eye patch.

Peter watches from the vent. Jameson demands to know who the man is and he introduces himself a Colonel Nick Fury. Jameson is shock to see him alive and even states that the Bugle printed his obituary. Fury replies that the U.S. government faked his death and made him director of an armed federal agency. Nick Fury then pulls up his obituary on his computer he tells Jameson that he flipped the negative of his photo making it look like his eye patch was on the right eye instead of the left eye. Jameson asks where he is and Nick Fury answers that he is in the base of the Supreme Headquarters International Espionage Law-enforcement Division, known simply as S.H.I.E.L.D.

Jameson states that he has never heard of them before. Nick Fury replies that even the FBI and CIA are kept in the dark about them. S.H.I.E.L.D.'s mission is to stop any threats to world security. Nick Fury then shown Jameson a hologram of an assassin known as the Chameleon, who Fury describes as a deadly hitman that can change his appearance by using a special belt known as an Image Inducer. Fury goes on to say that Chameleon has used the belt several times to change his appearance which has kept S.H.I.E.L.D. from capturing him in the past.

Jameson asks what he wants from him. Fury says that terrorist have hired Chameleon to sabotage the peace treaty signing. If he succeeds war could ensue between the two countries and he will be at Jameson's party. Fury then puts a lapel pin on his jacket and tells him that the pin is a signaling device. If Jameson sees anything suspicious at the party press the pin and undercover S.H.I.E.L.D. agents will respond to his location. Fury then then tells Jameson that he is sending him back. Peter hears this and returns to his cell. S.H.I.E.L.D. agents get him and they return Jameson and Peter to the surface.

At that moment, Chameleon as Jameson uses the camera built into his image inducer to copy photos of the Bugle staff from their files in Jameson's office. Glory walks in and asks how Jameson's tuxedo fitting went. Chameleon rudely orders Glory to get the security plans for the party. Glory walks out and the real Jameson and Peter walk into the office. However, Chameleon is able to fool him by changing into Joseph Robertson. Peter's spider-sense goes off and he realizes that something isn't right.

Seconds later Glory enters with the security plans. Jameson asks why she is giving the security plans to him because she had already given them to him that morning. Glory then tells Jameson that she had told him that and asks if he's trying to drive her crazy and storms out of his office. Robbie then walks out and Jameson sees that the security plans were taken off his desk. Jameson realizes that that was really Chameleon and presses the lapel pin to alert the S.H.I.E.L.D. agents in the building.

As Chameleon as Robbie walks down the hall he sees the real Robbie and quickly turns into another hallway before he is spotted. However, the undercover S.H.I.E.L.D. agents tackle the real Robbie believing that he is Chameleon. Spider-Man crawls on the ceiling above them and realizes that he is the real Joseph Robertson and not Chameleon because his spider-sense didn't tingle. Spider-Man jumps down and tells the agents that he is not Chameleon.

From the S.H.I.E.L.D. helicarrier, Fury watches a live feed from the Bugle security cameras and wonders what Spider-Man is doing there. Fury then communicates with Agent One and tells her to get Spider-Man. As Agent One responds to their location she shoots at Spider-Man but he is able to avoid the laser beam by jumping out of the way. Agent One looks at Robbie's waist and sees that he is not wearing the inducer, realizing that he is not Chameleon. She orders the agents to continue their search for the real Chameleon.

As Chameleon gets away, he uses his inducer to take the appearance of Glory. A S.H.I.E.L.D agent sees Chameleon instantly changing appearances and chases after him. He alerts the other agents to his location and that Chameleon has taken the identity of Glory. As both of them run by a hallway, Spider-Man sees them and grabs Chameleon by the arm when he enters the stairwell. However, Chameleon uses a device to spray a gas into Spider-Man's face and he drops him. Chameleon gets away and takes the identity of Peter. Chameleon takes the elevator to the lobby.

As he starts to leave, he is stopped by Mary Jane Watson who believes that he is the real Peter. She tells him that she is an understudy in the Shakespeare festival that night and she was able to save him a seat. Chameleon looks back at the elevator he sees two agents get off. To keep from being seen, Chameleon grabs Mary Jane and kisses her. After the S.H.I.E.L.D agents leave, Chameleon runs out the front door.

That night at the Bugle, the VIPs arrive. From the helicarrier, Nick Fury tells his agents to be alert. Chameleon is on top of the building across from the Bugle and is able to zip line onto the Bugle.

Spider-Man spots him and web swings over. Just then Agent One flies above Chameleon in a plane and alerts the others to his presence. However, Chameleon uses his inducer to take a picture of Agent One and uses a laser to melt the window to go inside. Fury tells his agents to head to floor thirty-one.

Chameleon then changes into his true form and Spider-Man leaps through the hole in the window and confronts him. However, Chameleon throws a grenade at Spider-Man which releases a smoke screen allowing him to get away. Spider-Man chases after him and Chameleon runs into some agents who attempt to stop him. However, Chameleon takes the identity of Spider-Man and drops another smoke pellet and then turns uses his inducer to turn into Agent One. Chameleon fools the agents into going after the real Spider-Man. However, Spider-Man webs up the agents and runs off.

Back at S.H.I.E.L.D., Nick Fury contacts Agent One and tells her that this is now a code: red situation and that he will meet her at Jameson's penthouse in ten minutes. Agent One then tells the pilot to fly her to the penthouse because she has to get the VIP's to safety and that Fury believes that Chameleon is moving upstairs.

Back at the Bugle, the maintenance man goes to the basement to check on the gas. He is able to turn the gas back on but is attacked by Chameleon who uses his inducer to take his identity. He heads to the penthouse where the party is. At that moment Agent One arrives and Spider-Man's spider-sense goes off alerting him to Chameleon's presence.

As Agent One walks up to Jameson, she tells him that Colonel Fury wants to get the VIPs out of the penthouse. As Agent One, Jameson, and the VIPs leave, Spider-Man notices them and follows. They arrive on the rooftop and Spider-Man secretly watches as as Agent One and the VIPS are greeted by Nick Fury. However, as Spider-Man takes a second look at Fury he notices that his patch is on the right eye instead of the left eye. Spider-Man realizes that he is really the Chameleon and tackles him.

Believing that Spider-Man is attacking the director of S.H.I.E.L.D., Agent One shoots at him and the other agents tackle him and put him in hand cuffs. Spider-Man then yells at Agent One that Fury's eye patch is on the wrong eye. Just then, Agent One is contacted by the real Fury on her microphone. Knowing that he has been discovered, Chameleon jumps into the helicopter that is on the roof and flies off. Agent One attempts to bring down the helicopter by shooting at it. She manages to hit the helicopter sending it into the river where it explodes on impact. She and the other agents go to the site of the crash to see if Chameleon survived.

As the agents run off, Jameson asks how the Chameleon could have made such a stupid mistake. Spider-Man answers that Chameleon must have based his disguise on the obituary he printed of Fury that had the flipped negative. Spider-Man then leaps off the roof and swings away.

The next day at the United Nations, the two leaders from the warring countries shake hands after signing the peace treaty. From the audience Jameson mentions to Robbie that for a while he thought the treaty signing wouldn't happen. Just then, Peter shows up and sits by Jameson. Jameson asks how he was able to get past security and he answers that he has his methods. As Peter aims his camera at the leaders he focuses to get a good shot. However, webbing hits the camera forcing it to point at the ceiling. As Peter pushes the button, the camera fires a laser that hits the wall. It is then revealed that Peter is really Chameleon and he runs away. Spider-Man shoots his webbing at Chameleon's legs ensnaring him. Spider-Man lands on the ground and Chameleon pulls out his laser gun. Spider-Man is able to kick it out of his hands. As Spider-Man and Chameleon struggle Spider-Man is able to punch Chameleon's inducer breaking it. This causes Chameleon to transform uncontrollably and eventually faints because of the electric currents coming from his belt. S.H.I.E.L.D. then takes him into custody.

Later, Spider-Man watches the two leaders walk out of the United Nations building and says to himself that he has saved the world again and complains that nobody has gratitude for him. At that moment, Fury flies up to Spider-Man and thanks him for what he did and flies off. Spider-Man's mood then turns glad and is surprised that someone actually thanked him, referring to it as "a first."

Some time later, Peter returns home and answers the door as the doorbell rings. He sees Mary Jane who slaps him in the face telling him that she is angry at him for not coming to her play as he promised. Mary then tells Peter to never kiss her "that way" again and walks off. At first Peter is confused as to what she is talking about but then realizes that Chameleon must have kissed her disguised as him. Peter runs after Mary Jane and attempts to explain what really happened.


"Freeze! Don't even crack a smile."

-Agent One

"Mr. Jameson your late for your tuxedo fitting and the limo's waiting."
"Blasted monkey suites. I hate them."

-Glory Grant and J. Jonah Jameson

"I just wanted to ask if I could photograph the peace treaty signing?"
"Are you nuts? This isn't gonna be some web-filled crime scene. It's an important world event."

-Peter Parker and J. Jonah Jameson

"Welcome to Supreme Headquarters International Espionage Law-enforcement Division. We call it S.H.I.E.L.D."
"Never heard of it."
"Even the FBI and CIA are kept in the dark about us. S.H.I.E.L.D.'s job is to secretly try to keep the world in one piece. No matter what it takes."

-J. Jonah Jameson and Nick Fury

"What was that about?"
"National security, Parker. I can't discuss it."

-Peter Parker and J. Jonah Jameson

"Peter why did you do that?"
"I had to."
"What made you think I'd let you?"
"I took a gamble that Peter Parker was the luckiest man on Earth."

-Chameleon as Peter Parker and Mary Jane Watson

"Ah ha, Bruce. It looks like the Chameleon has arrived."


"Chameleon, stop! Wow, nice hair cut."


"This guys gonna ruin my lungs faster then tailgating a Manhattan taxi."


"Now if I were a chameleon, whose colors would I chose?"

-Peter Parker

"Colonel your early."
"My daddy once told me it's the early bird that catches the Chameleon."

-Agent One and Nick Fury

"But how could the Chameleon make such a stupid mistake?"
"That's simple, Pickle Puss. He probably based his disguise on Fury's picture from the obituary in your files. The one that was printed flipped. But he didn't know that. I guess it really does pay to practice shoddy journalism. Keep it up J.J."
"Why you..."
"Gotta run."

-J. Jonah Jameson and Spider-Man

"Sleep tight, Chameleon! Maybe when you wake up you'll feel more like yourself."


"The Chameleon? Here? Right next to me? Ugh, I need a long vacation."

-J. Jonah Jameson

"Well Bruce, I saved the world again. And what do I get for it? As usual ziltch, nadda, nothing that's what!"
"Heck of a job Spider-Man. Thanks."
"Did he say thanks? Someone thanking Spider-Man? That's a first!"

-Spider-Man and Nick Fury



  • Chameleon's Image Inducer could be identified by anyone who knows to look for it, like S.H.I.E.L.D., though others may not notice what would appear to be a simple belt buckle.
  • Chameleon could have discovered Spider-Man's identity by taking off the mask while in disguise.
  • After Agent X discovers that Chameleon was impersonating Nick Fury, Spider-Man breaks free but one of S.H.I.E.L.D. agents tries to grab him. It makes no sense at all since it turned out that he was right about attacking "Nick Fury".
  • There are some shots of Fury where his hair is all the same color without the white streaks.


  • First appearance of Chameleon.
  • First appearance of Bruce the gargoyle.
  • Last appearance of Peter's original stripped civilian outfit. In subsequent seasons, he wears a plain shirt with an open long sleeve shirt over it.



The image inducer was created specifically for Spider-Man. In the comics, he is a master of disguise who can create lifelike masks and is an excellent actor.


"Amazing Spidey" of Marvel Animation Age said that this was a solid introduction of Fury, though he preferred his appearances on Iron Man. He found Chameleon to be the most interesting part as he was great in this episode. He felt it was daring to not have him speak at all, offering a change of pace from other villains who talked too much. He enjoyed the secret agent-style story. He loved Jameson as the show's funniest character and praised Edward Asner for his performance. He liked Jameson's central role and the expansion of the other Bugle employees. He pointed out the chase through the Bugle, Chameleon's kiss with Mary Jane, and Spider-Man's reward. He also thought the slap was a brilliant way to end the season. "Nothing too epic, just a nice episode of Peter and Spider-Man both doing what they do best."

John Semper, Jr. won an Annie Award for this episode in Best Individual Achievement for Writing in the Field of Animation.

Life imitated art during promotion for Spider-Man: Far From Home when a poster artist reversed an image of Nick Fury putting his eye patch on the wrong side.[1][2] Appropriately, the film does feature Chameleon in his real persona.


  1. Samuel L. Jackson at Instagram
  2. Samuel L. Jackson Not Pleased With Error in 'Spider-Man: Far From Home' Poster at The Hollywood Reporter

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