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 air port 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 as 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 and the J3 helicopter's tail rotor accidentally hit a building and breaks off 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 and places him on the ground. At that moment the helicopter explodes and it causes a scaffolding on the side of the building to break and two men on it hold on for their life. As one of the men fall Spider-Man stops him by getting above the man and shooting a web line at his feet. As the pilot starts to walk away 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 Granttelling 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 Grant 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 limo. The mysterious man secretly watches them as they drive off and then takes the appearance of J. Jonah 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 he 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 and 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. As Jameson demands to be set free Peter 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 my mistake and that Jameson is the one they wanted. Just then Peter hears voices coming from the air vent and crawls through it. As Peter crawls through the vents he ventilation system he sees men practicing shooting and realizes that where ever 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. As Peter watches from the vent Jameson demands to know who the man is and he introduces him self a Colonel Nick Fury. Jameson is shock to see him alive and even states that the Daily 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. As Jameson asks where he is 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. As Jameson states that he has never heard of them before Nick Fury says that even the F.B.I. and C.I.A. are kept in the dark about them and that 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 stop at nothing 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. As Jameson asks what he wants from him Fury says that terrorist have hired Chameleon to sabotage the peace treaty signing and that if he succeeds war could ensue between the two countries and that 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 and that if he 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 and as Peter hears this he returns to his cell and S.H.I.E.L.D. agents get him and they return Jameson and Peter to the surface.

At that moment Chameleon still disguised as J. Jonah Jameson uses the camera built into his image inducer to copy photos of the Daily Bugle staff from their files in Jameson's office. Just then Glory Grant walks in and asks how Jameson's tuxedo fitting went. Chameleon then rudely orders Glory to get the security plans for the party. As Glory walks out the real J. Jonah Jameson and Peter Parker walk into Jameson's office. However, Chameleon is able to fool him by changing into Joseph Robertson. Peter's spider sense goes off and realizes that something isn't right. Seconds later Glory enters Jameson's office with the security plans. However, 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 the Chameleon and presses the lapel pin to alert the S.H.I.E.L.D. agents in the building.

As the Chameleon (still in the guise of Robbie Robertson) walks down the hall he sees the real Robbie and quickly turns into another hallway so that he is not spotted. However, the undercover S.H.I.E.L.D. agents tackle Robbie believing that he is the Chameleon. Spider-Man crawls on the ceiling above them and realizes that that is the real Joseph Robertson and not the Chameleon because his spider sense didn't tingle. Spider-Man then jumps down and tells the S.H.I.E.L.D. agents that he is not the Chameleon. From the S.H.I.E.L.D. helicarrier Fury watches a live feed from the Daily Bugle security cameras and wonders what Spider-Man is doing there. Fury then communicates with Agent 1 and tells her to get Spider-Man. As Agent 1 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 1 then looks at Robbie's waist and sees that he is not wearing the Image Inducer and realizes that he is not the Chameleon and orders to S.H.I.E.L.D. agents to continue their search for the real Chameleon.

As Chameleon gets away he uses him Image Inducer to take the appearance of Glory Grant. A S.H.I.E.L.D agent sees Chameleon instantly change appearances and chases after him and alerts the other agents to his location and that Chameleon has taken the identity of Glory Grant. as both of them run by a hallway Spider-Man sees then 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 which allows the Chameleon to get away and take the identity of Peter Parker. Chameleon then takes the elevator to the lobby of the Daily Bugle. As he starts to leave he is stopped by Mary Jane Watsonwho believes that he is the real Peter Parker and tells him that she is an understudy in the Shakespeare festival that night and she was able to save him a seat. As Chameleon looks back at the elevator he sees two S.H.I.E.L.D. 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 Daily Bugle the VIPs arrive and from the S.H.I.E.L.D. helicarrier Nick Fury tells his agents to be alert. The Chameleon is one top of the building across from the Daily Bugle and he is able to zip line onto the Daily Bugle. Spider-Man spots him and web swings over. Just then Agent 1 flies above the Chameleon in a plane and alerts the others to his presence. However, Chameleon uses his image inducer to take a picture of Agent 1 and uses a laser to melt the window and he goes inside. Fury then tells his agents to head to floor thirty one which they do. The 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 which allows him to get away. As Spider-Man chases after him Chameleon runs into some S.H.I.E.L.D. agents who attempt to stop him. However, Chameleon takes the identity of Spider-Man and drops another smoke pellet and then turns uses his Image Inducer to turn into Agent 1. Chameleon then fools the S.H.I.E.L.D agents into going after the real Spider-Man. However, Spider-Man webs up the S.H.I.E.L.D. agents and runs off.

Back at S.H.I.E.L.D., Nick Fury contacts Agent 1 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 X 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 the Chameleon is moving up stairs.


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

-Agent 1

"Mr. Jameson your late for your tuxedo fitting and the limo's waiting."

"Blasted monkey suites. I hate 'em."

-Glory Grant & 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 & 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 F.B.I and C.I.A. 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 & Nick Fury

"What was that about?"

"National security, Parker. I can't discuss it."

-Peter Parker & J. Jonah Jameson

(Chameleon who is disguised as Peter Parker sees two S.H.IE.L.D. agents walking his way and grabs Mary Jane and kisses her.)

"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 (disguised as Peter Parker) & Mary Jane Watson

"Aha! 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."

-Spider-Man after Chameleon throws one of his smoke grenades

"Now if I were a chameleon who's colors would I chose?"

-Peter Parker

"Colonel your early."

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

-Agent 1 & Chameleon disguised as 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 JJ."

"Why you. . ."

(Spider-Man jumps off the roof as Jameson tries to punch him.)

"Gotta run."

-J. Jonah Jameson & Spider-Man

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


"The Chameleon here, right next to me. Ug 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!"

(Nick Fury flies up to Spider-Man on his plane.)

"Heck of a job Spider-Man! Thanks!"

(Nick Fury flies off.)

"Did he say thanks? Someone thanking Spider-Man? That's a first!"

-Spider-Man & Nick Fury




  • First appearance of Bruce the gargoyle.



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