Christopher Daniel Barnes |
Peter Parker/Spider-Man |
Edward Asner |
J. Jonah Jameson |
Sara Ballantine |
Mary Jane Watson |
Rachel Davies |
Agent #1 |
Guest Star |
Nell Carter |
Glory Grant |
Guest Star |
Philip Abbott |
Nick Fury |
Guest Star |
Rodney Saulsberry |
Joseph "Robbie" Robertson |
Recurring Role |
When Peter is dumped into the SHIELD cell his eyes are blue.
After the helicopter crashes into the building, two men working on swiping windows start to fall as the cart breaks. One of them falls completley, but Spider-Man saves him in time with his web. After that, we see Spidey come down with the other window swiper and then run after Chameleon. Did he just leave the other window swiper hanging against a sky scraper?
When Peter is sneaking around the vents in S.H.I.E.L.D., he sees men being trained. They are wearing different uniforms from other S.H.I.E.L.D. agents, however, which are the ones the the men of the Kingpin wear.
Mary Jane: (To the Chameleon disguised as Peter) Peter, I'm understudying the lead in the Shakespeare fest tonight and I've saved you a seat. Will you come? (The Chameleon kisses Mary Jane to avoid seeming suspicious to the S.H.I.E.L.D. agents) I'll take that as a yes. Peter, why'd you do that?
The Chameleon: I had to.
Mary Jane: What made you think I'd let you?
The Chameleon: I took a gamble that Peter Parker was the luckiest man on Earth.
Peter: (As he tries to explain the Chameleon situation to Mary Jane) Mary Jane wait, I can explain. At least I think I can explain. Okay, maybe, maybe I can't explain. Just listen, listen to me. Hold on a second.
Jameson: (After finding out the Chameleon was next to him the whole time) The Chameleon, here, right next to me. Ugh, I need a long vacation.
The Chameleon: (To Jameson, disguised as Peter, as he aims his camera disguised gun at the diplomats) Like any good freelancer, when I want to get a shot, nothing gets in my way. All I need is one good, clean shot.
Jameson: (After Spider-Man kicks the Chameleon disguised as Nick Fury) I knew it'd happen. Spider-Man's finally gone berserk.
Peter: (To himself as he looks for the Chameleon) Now if I were a chameleon, whose colors would I choose?
Spider-Man: (After the Chameleon throws a smoke grenade at him) This guy's going to ruin my lungs faster than tailgating a Manhattan taxi.
Spider-Man: (To Bruce, the smiling gargoyle as he watches the Chameleon begin to make his move) Aha! Bruce, looks like the Chameleon has arrived. Keep smiling old buddy.
Nick Fury: All units, red alert. The V.I.P.'s are arriving. It's show time.
Spider-Man: (After recovering from the Chameleon's knockout gas) Stupid. Should have had him. Talk about the dangers of secondhand smoke.
Spider-Man: (To the Chameleon disguised as Glory Grant, right after grabbing him up from the staircase) Gotcha! I don't usually pick up strange women.
Jameson: What is this place?
Nick Fury: Welcome to Supreme Headquarters International Espionage Law Enforcement Division. We call it S.H.I.E.L.D.
Peter: (To himself as Jameson yells at the limo driver who has taken them hostage) I better hang tight and see what's going down, unlike mister calm next to me.
Jameson: (After the limo driver stops at the end of an alley) Driver what are you doing? My tailor isn't anywhere near this place. (Handcuffs come up and restrain Peter and Jameson)
Limo Driver: Just be calm Mr. Jameson. No harm will come to you.
Peter: (To Jameson) Maybe you forgot to pay your last tailor's bill.
Jameson: (While on the phone) No, I don't want escargot, I hate escargot. I want caviar!
Peter: (As he moves through a room full of people) Mr. Jameson! Mr. Jameson! Mr. Jameson!
Jameson: Parker, can't you see I'm busy organizing the party of the century?
Glory Grant: Mr. Jameson, you're late for the tuxedo fitting and the limo's waiting.
Jameson: Blasted monkey suits, I hate them.
Pilot: (To the Chameleon who has transformed to look like him) Hey, you look just like (Gets shot by the Chameleon's knockout gas) me.
(Passes out)
Agent X: (To the Chameleon as she aims her laser gun at him) Freeze! Don't even crack a smile.
Spider-Man: (To Chameleon) Nice haircut!
Spider-Man: [after he knocks out Chameleon] Sleep tight Chameleon, maybe when you wake up you'll feel more like yourself.
Jameson: The Chameleon, here sitting right next to me? I need a vacation.
Mary Jane: Thanks, for not coming to my play as you promised.
Peter: As I promised?!?
Mary Jane: And, don't you ever kiss me that way again!
Peter: What kiss?!? The chameleon, oh no!
Spider-Man: I guess it really does pay to practice shotty journalism, keep it up J.J.
Jameson: Why, you! [swings a punch and misses]
Spider-Man: Gotta run!
Nick Fury: Heck of a job Spider-Man, thanks.
Spider-Man: Did he say thanks? Someone thanking Spider-Man well thats a first!
Nick Fury: This is the Chameleon-- a deadly, stop-at-nothing hitman. The Chameleon's been hired by terrorist's, to total the peace treaty, and that could mean war. No way he's going to beat me again.
This was adapted into comic book format in Spider-Man Adventures #13. It was later reprinted in Spectacular Spider-Man (UK Magazine) #8 and Spider-Man UK Annual 1997.
This episode was nominated for a Annie Award for Best Individual Achievement for Writing in the Field of Animation.
This is the first appearance of the Chameleon, who made his comic book debut in the very first issue of Amazing Spider-Man (March 1963), in this series and was Spider-Man's first main villain. He originally used elaborate costumes and makeup to impersonate the people he wants to impersonate. In this series, he never speaks in his own voice.
This episode aired in primetime on Fox, along with the third season finale of X-Men.
After the terrorist attacks on the USA on September 11, 2001, ABC Family heavily edited this episode to remove the World Trade Center, buildings, parts of the NY skyline, a helicopter crashing into a building, as well as exploding and falling to the ground below, among other shots... making the first scene virtually implausible to comprehend as it was originally intended. Dialogue was re-looped to match the new, shorter, version. Also, some production credits from the episode are missing as well, due to their being on screen during the omitted footage.
When Peter is hanging below the S.H.I.E.L.D. helicarrier, it's similar to "The Empire Strikes Back", when Luke hangs below Bespin - there's even an antenna similar to the one Luke held on to.
Philip Abbott (Nick Fury), performed the same role on Iron ManThe F.B.I. (1965).
S.H.I.E.L.D. Agent 1 was renamed Agent X following this episode.
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S 5 : Ep 13
Aired 1/31/98 (21:15)
S 5 : Ep 12
Aired 1/31/98 (21:15)
S 5 : Ep 11
Aired 11/21/97 (21:15)
S 5 : Ep 10
Aired 11/14/97
User Score: 289
User Score: 1193
User Score: 469
User Score: 123
User Score: 104
User Score: 89
User Score: 59
User Score: 59
User Score: 55
User Score: 43