Spider-Man vs. the Chameleon
by
Stan Lee & Steve Ditko
Peter Parker has figured out how to make some money. He will join the Fantastic Four and they will pay him a top salary to be on their team. Entering the Baxter Building, Peter presses the elevator button to go to their floor. But he suddenly remembers that to use the FF’s private elevator, he needs a special belt beam to access it. He gets the idea to simply crawl up the shaft, however upon opening the doors Peter sees that the elevator car is above him to block his way.
Failing to reach the top floors, Peter decides to take a more direct approach. Donning his Spider-Man costume, Peter climbs up a building across the street from the Baxter Building. As a small crowd gathers to watch, Spider-Man shoots a small strand of webbing at the FF’s 35th floor to walk along.
Inside the Baxter Building, the Fantastic Four are alerted to Spider-Man's presence by an alarm. The moment he dives in through a window, Reed lowers a large plexiglass chamber to trap the intruder. Spider-Man uses his strength to force the doors apart. Once free, he starts attacking the group. Dodging a punch from Thing, Spider-Man tosses him into the Human Torch. Reed stretches to grab him, but Spider-Man entangles his arm in a web cocoon.
With Spider-Man's attention diverted, Susan Storm sneaks up behind the lad to ensnare him in rope. Just as she tosses the lasso, Spider-Man’s warning sense kicks in. He spins her around to make her dizzy, when her brother the Human Torch blocks Spider-Man's way. He encircles Spidey in his own flame lasso. Spider-Man leaps to the ceiling; when he lands, Reed stretches into a large wall to bar Spider-Man from attacking anyone else and finally asks Spider-Man what he is doing. Spider-Man explains his money situation and figures they could pay him to be on the team. He was just giving them an exhibition of his worth. The FF explain that they are a non-profit group and any money they make goes strictly into scientific research. Before they can figure out a way to help him, Spider-Man takes off.
At a defense instillation on the edge of town, the Chameleon has taken on the guise of a janitor he has hogtied in a closet. As the janitor, Chameleon has access to more restricted areas of the facility without raising suspicion. Spotting the professor he is after, Chameleon changes yet again into a Professor Newton disguise. Having stolen the professor’s identity, Chameleon sneaks into a lab where he steals some files. After returning to his hideout, with plans to sell the files to the soviets, he hears on the news a report of Spider-Man’s criminality. He makes a plan to have Spider-Man be his patsy when he steals the other half of the defense plans. Chameleon rigs up a device to contact Spider-Man through his spider sense.
While at a spider exhibition, Peter receives Chameleon’s broadcast. He wants to meet Spider-Man at the Lark building to offer him some money. Peter can’t turn it down, so he quickly changes into Spider-Man to meet Chameleon on the rooftop. As Spider-Man travels, Chameleon has already broken into the building in disguise and stole the rest of the defense plans dressed as Spider-Man. He flies away in a helicopter that was parked on the roof, just as the real Spider-Man reaches the building. As soon as he does, two security guards burst through the roof access with guns drawn. Spider-Man quickly realizes he’s been set up. He webs the guards to the roof door, before swinging off towards the helicopter.
Spider-Man chases down the Chameleon. He shoots his web from both arms extended to create a sling that he can launch himself from into the air in the direction of the helicopter. Flying over a dock, Spider-Man makes a web parachute to safely land in a docked motorboat. He drives the boat out to the sea, where he sees the helicopter approaching an emerging soviet submarine. Spider-Man webs the hatch to the sub shut. The soviets, realizing they have been spotted, quickly submerge before they can carry through on the deal. Spider-Man springs up off the boat and hit the helicopter with his web. As Spider-Man dangles from the webline, Chameleon fails to shake him loose. Spider-Man lunges up to the door of the helicopter and pulls it open to commandeer the vehicle. Spider-Man and Chameleon land before the guards on the rooftop. As Spider-Man presents Chameleon as an imposter, the criminal tosses a smoke grenade to bypass the guards. He quickly finds a private room where he can change into a disguise of one of the security police.
As Spider-Man and the cops search the building, Chameleon sneaks right past them. Spider-Man’s spider sense kicks in, alerting him to the deception. Just as Spidey spots the phony cop, Chameleon turns off the lights to add to the confusion. Spider-Man attempts to shoot web at him, but finds he is out of web fluid. Leaping at the shadowy figure, Spider-Man is again played the fool. When the cops get the lights back on, the phony cop claims that the Chameleon has turned back into Spider-Man. Panicked, Spider-Man leaps out of the building before the cops can accost him. But not before he tears a piece of Chameleon’s police uniform to reveal the Spider-Man costume lying underneath. The cops realize their mistake and arrest the real Chameleon.
Spider-Man races back home with tears in his eyes, wishing he had never got his spider powers. They only seem to make things worse. The Fantastic Four read the evening newspaper, wondering if they will have to be wary of Spider-Man in the future.
Notes
- First time The Fantastic Four & Spider-Man meet.
- First introduction of the Chameleon. A clever spy with Soviet connections, who uses disguises as his gimmick. He’s reminiscent of the Destroyer from Strange Tales #101, but handled so much better.
- Throughout this entire issue, Peter Parker keeps being referred to as Peter Palmer.
- Unintentional foreshadowing of Peter’s career as a photographer. When the crowd gathers under the Baxter Building, there is a photographer who mentions getting a bonus for a shot of Spider-Man
- It’s been previously established in the Marvel Universe in the Ant-Man stories, that ants communicate through their antennae, so apparently spiders have a similar trait and that is what Chameleon taps into to get Spider-Man’s attention.
- First time we see Spider-Man using his parachute webbing. I wonder if he got the idea from the parachute from his previous adventure in this issue.
- First instance of Spider-Man running out of web fluid as a limitation to his abilities.
Review & Ranking
This a good, fun Spider-Man romp, but it feels a little cramped with only 10 pages to tell it. The Fantastic Four meeting and the Chameleon part are just only tangentially connected. They are both done really well for what we are given. The Chameleon feels like just another soviet spy villain, but there is something about him that is a bit more intriguing than the typical ones we’ve seen.
Next Time: Ant-Man succumbs to hypnotism.
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