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At an airport, S.H.I.E.L.D. agents try to stop the Chameleon, an international criminal who steals a helicopter and makes his escape. The S.H.I.E.L.D. agents give chase, as does Spider-Man, who unwittingly saves a camouflaged Chameleon from a helicopter crash. The Chameleon then takes form of somebody else and flees.

As J. Jonah Jameson leaves the Daily Bugle to prepare the United Nations conference, he allows Peter Parker into his limo with him, where Peter begs to be the photographer at the conference. Unbeknowest to them, a S.H.I.E.L.D. agent has infiltrated the limo and kidnaps Jameson, bringing him before Colonel Nick Fury. As Peter spies on them, Jameson is surprised to see Fury alive, having published his obituary. Colonel Fury requests that Jameson keeps his eyes out for the Chameleon at the press conference, and gives him a signal which can summon undercover agents in the Bugle building, before sending them back to New York.

However, the Chameleon has already infiltrated the Bugle building, having taken on the form of Jameson. He then takes on the form of Robbie Robertson and attempts to steal the conference security plans, but Jameson notices and summons S.H.I.E.L.D. agents. Chameleon morphs into Glory Grant and then Peter Parker, before making his escape with the plans.

As the UN conference begins, the Chameleon arrives to assassinate his targets. He takes on the form of Nick Fury, and tries to have the VIPs leave in his helicopter, but Spider-Man notices Fury's eye patch on the wrong side and realises he is the Chameleon. The Chameleon tries to escape in the helicopter, but Agent X shoots it down and the Chameleon is seemingly defeated, having made the mistake of capturing an image of Fury from Fury's false obituary by Jameson which had his eye patch on the wrong side.

The Chameleon survives however, and makes his final assassination attempt by arriving at the conference, with a sniper rifle which appears like a camera. Spider-Man arrives just in time to ruin his shot, as Chameleon's disguise was none other than the only person who Spider-Man could easily identify as a fake, his secret identity Peter Parker. With his cover blown, the Chameleon attempts to make a run for it, but Spider-Man catches up to him and smashes his belt, causing him to randomly morph into a bunch of forms before passing out and being taken into custody. As the conference ends, Fury from onboard a Quintet thanks Spider-Man for his help.


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