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Quote1.png What have I done? What have I done? He's out of his mind! Look at him! More of an animal than the beasts I sent to slay him! What made me think I could ever do what the Hunter did? I'm not Kraven-- I'm a fool! An imposter! A... Chameleon! All I ever wanted, Sergei, was to be like you. To stand as tall as you did. To walk with the pride and power of a Kravinoff. When we were young boys in Russia, you were my model. My inspiration. I studied you with the devotion and intensity of a scholar. I knew you... knew your every thought, your every need... far better than you knew yourself... and I tried, with all my soul, to be the finest friend you ever had. And, oh dear Sergei... what you gave me in return! Not just friendship-- but life. You gave me life Sergei! Sharing your portions with me... staving off old age and disease and death. After all you did for me... all we meant to each other... how could I stand by and let Spider-Man live? He drove you to a base and cowardly end: death by your own hand. And for that he must be punished. And who better to do it than I? Dmitri Smerdyakov-- who wanted nothing more than to become you-- and who, this day... finally gets his wish. Smerdyakov may know fear. But he is a chameleon… without a face, without a soul. I am Kravinoff now. I am Kraven! Quote2.png
-- Chameleon to himself

Appearing in "The Faceless Man"

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Synopsis for "The Faceless Man"

This story continues from Web of Spider-Man #112...

Continuing his hunt for the Chameleon, Spider-Man has followed his spider-tracer to the estate of Kraven the Hunter. He finds the device sitting in a freshly dug grave that has his name upon it. Spider-Man needs no reminder of the time that Kraven the Hunter buried him alive and stole his identity, and how Kraven had committed suicide after this scheme had failed.[Continuity 1] Spider-Man thought he put the horror of those events behind him, but he was proven wrong when the Chameleon created simulacrums of his parents in a twisted revenge scheme.[Continuity 2] The wall-crawler mourned the loss of his parents a second time, but now the time for mourning is over as he is seeking revenge against his oldest foe. Storming across the yard, Spider-Man enters Kraven's mansion and calls out the Chameleon to come out.

Instead of his foe, Spider-Man's spider-sense warns him of the approach of four tigers. He is not frightened of the large cats, and warns the Chameleon that this will not stop him, that he will track the villain down and kill him for what he has done. Watching this from the main control room is the Chameleon, who has taken on the form of Kraven the Hunter. Hearing Spider-Man's threats, the spy wonders what he has gotten himself into. He has never seen the web-slinger so angry before and that anger causes him so much fear that he briefly loses hold on his current form. He thinks about how he came to this, that he had to repay a debt to Kraven for all their years of friendship, for Kraven sharing his life-extending serums. All the Chameleon ever wanted was to be like Kraven, and now he finally has the opportunity. Downstairs, Spider-Man defeats the tigers, and although he fights them with the same savage ferocity, he refuses to take the lives of the animals. With this first threat out of the way, Spider-Man once more shouts into the darkness, warning his foe that he is coming. From the control room, Spider-Man's fury once more strikes fear into the heart of the Chameleon, who wonders if he took things too far this time.

Meanwhile, Spider-Man is searching the mansion for sign of his foe. In one room he happens upon a coffin covered in spiders. Opening it, he finds a manequin dressed in a Spider-Man costume inside. Pulling the mask off the dummy, the featureless face underneath reminds Spider-Man of his foe and he strikes it with such fury that the mannequin's head explodes into fragments. Seeing how shaken Spider-Man was made by this, the Chameleon begins to feel his confidence coming back. In the next room, the wall-crawler is disoriented when the lights go off, followed by a blinding flash of light. Suddenly, the taxidermied trophies in this room begin to fire laser beams from their eyes. Thanks to his spider-sense, Spider-Man leaps past these defenses and kicks down the door on the opposite end of the room. The Chameleon, still in the form of Kraven the Hunter, tries to strike Spider-Man across the head with a staff. However, the wooden weapon shatters harmlessly across the hero's head. Spider-Man advances forward, easily disarming the Chameleon. The villain tries to throw off the wall-crawler by assuming the appearance of Peter Parker and asks Spider-Man why he hurt his family. This distracts Spider-Man long enough for the Chameleon to blast him with bio-electric blasters built into his vest.

The Chameleon then runs out into the storm outside, once more doubting his feelings. He thinks back to how Kraven tortured him and treated him like a pesant when they were growing up. That cruelty continued until the revolution that saw the downfall of the Kravenoff family. Getting into a panic, he begins firing his rifle into the darkness as he hears the wall-crawler approaching. Fearing capture, the Chameleon then decides to take his own life in much the same way Kraven did: suicide by gunshot to the head. However, before he can pull the trigger, Spider-Man ambushes him and rips the weapon away. Spider-Man refuses to let his foe take the easy way out. The Chameleone begs Spider-Man to spare him, that he is a nobody. The wall-crawler then lifts up the tombstone that bears his name and is prepared to crush the Chameleon under its weight. With his death imminent, the Chameleon suffers a complete breakdown, turning his face into a blank visage before going into a catatonic state. Getting control over himself and his anger, Spider-Man tosses the tombstone aside and webs up the Chameleon for the authorities.

Going back into the mansion, Spider-Man finds the Chameleon's control room and begins looking through his computer files. There he discovers a file addressed to himself and opens it. A video of Harry Osborn, the Green Goblin, appears on the screen. The Goblin explains that he was the mastermind behind all of this and that he devised this whole scheme in order to get back against Spider-Man for killing his father, Norman Osborn, the original Green Goblin.[Continuity 3] With his scheme revealed, the Green Goblin ends his recording by saying "Gotcha!" The taunting word echos through out the room as the words also rip through Spider-Man's soul.


Continuity Notes

Spider-Man #45 Spectacular Spider-Man #211 Web of Spider-Man #112 Amazing Spider-Man #389
  1. This all happened in the Kraven's Last Hunt event.
    Kraven's Last Hunt
    Web of Spider-Man #31 Amazing Spider-Man #293 Peter Parker, The Spectacular Spider-Man #131 Web of Spider-Man #32 Amazing Spider-Man #294 Peter Parker, The Spectacular Spider-Man #132

    Spider-Man states that this happened "years ago". Per the Sliding Timescale of Earth-616, Kraven's Last Hunt occurred roughly two years prior to this story.

  2. Richard and Mary Parker were government agents who were killed in action two decades prior, as revealed in Amazing Spider-Man Annual #5. Recently, a pair of impostors appeared claiming to be Peter's long-lost parents in Amazing Spider-Man #365. The truth was ultimately revealed to Peter during the events of Amazing Spider-Man #386388.
  3. At the time of this story, both Norman and Harry Osborn are believed to be dead. Norman Osborn was believed to have died following a battle against Spider-Man in Amazing Spider-Man #122. His survival is explained in Osborne Journals #1. He will resurface again in Amazing Spider-Man #412. More recently Harry seemed to perish following the events of Spectacular Spider-Man #200. However, unknown to everyone at the time, Harry survived as explained in Amazing Spider-Man #581. He will resurface again in Amazing Spider-Man #545.

Chronology Notes

A flashback in this story affects the chronology of the following characters:

See Also


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