Chameleon encountered an alternate Ben Parker from another future. He killed and replaced him. This fooled Spider-Man 2211 whom he then killed. After discovering the body, Sandman's father was framed for Ben's murder, and Sandman went to Spider-Man for help.

The two encountered Chameleon at Peter's high school (Chameleon had murdered the principal and was posing as him), where Chameleon revealed that he wasn't human at all but a giant monster. Chameleon was finally defeated, however, after Spider-Man used Spider-Man 2211's helmet to literally "administer poetic justice," causing a last-minute body switch between Chameleon and Sandman's father into an electric chair.[citation needed]


The Chameleon has the power of physically changing into any shape of form after accessing their DNA. This usually involves sampling their blood after killing the subject, although less lethal methods are possible, he was able to change into Sandman after an accidental ingestion of some of his sand.

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