A The Twilight Zone Community
CBS (ended 1964)
And so we're back with one of the shows on my bucket list. And one of the interesting things about watching The Outer Limits is discovering how many episodes I haven't seen. Yeah, there's "The Architects of Fear", which may or may not have been the basis for Watchmen. And "The Zanti Misfits" and "Nightmare". And "The Bellero Shield" and "Demon With a Glass Hand", which I've already reviewed.

But there's "Controlled Experiment", which I don't remember watching and I finally watched recently and realized I had never watched it. And now "The Chameleon". Blame it on having read about most of the episodes in The Outer Limits Companion by David J. Schow and Jeffrey Frentzen.


Another interesting thing about the episode is Robert Duvall. Duvall got a reputation as a prestige actor going all the way back to To Kill a Mockingbird in 1962. And then he bounced around on TV until MASH and The Deer Hunter and The Godfather. He avoided most of the Westerns of the time, but he was another of those faces you would see every few months on TV. Heck, he appeared in Voyage to the Bottom of the Sea and The Time Tunnel. And The Wild Wild West. And most of the crime dramas of the period.


To his credit, Duvall could keep a straight face even in an Irwin Allen production. Cripes, in Time Tunnel he's threatened with attack by giant bees and wearing a metal skullcap. If you can look serious through that, you can look serious through anything. We're talking about a show where as one reviewer put it:

If you follow the Ray Bradbury/"Sound of Thunder" logic of causation, then (Doug and Tony) probably made 8,000 Hitler presidents per minute: they don't just step on the butterfly, they punch it in the stomach and throw its family down a flight of stairs.

(You can read the whole review here.)

Anyhoo, back to Outer Limits. My point was that Duvall was always a quality act. Heck, he had to be to go from To Kill a Mockingbird to being threatened by giant bees. "The Chameleon" shows him at his finest, but also check out "Miniature" on The Twilight Zone sometime.

Another thing about "The Chameleon" is that it's time-effective. They pretty much lay out the whole plot in the first 5-10 minutes, so that they can focus on characterization. To recap: an alien spacecraft (which the small cast of American military officers and intelligence deliberately avoid calling a "UFO") has crashed in some wilderness. The military doesn't know if it poses a threat, and the aliens have killed a squad of soldiers sent in.


The intelligence agent, Leon Chambers, is surprisingly sympathetic for an intelligence agent with an unidentified agency. He employs a killer, which suggests that he's CIA. But he's operating on American soil, which suggests FBI. Anyhoo, Leon suggests to the commanding officer, Crawford, that rather than blow up the ship (which has fissionable material, and could potentially set off a nuclear explosion), they send in their top agent.

Cut to a cheap cantina in Mexico, and it's Robert Duvall swatting a fly! Roy Jenson (Cloud Williams on Trek's "The Omega Glory", but he's a 60s HITG) comes in and tries to kill Duvall, aka "Louis Mace". Mace strangles him to death with the handle of his fly swatter. Ouch! Leon arrives and sees the killing, and comes over. We get some back story about how the guy after Mace was an enemy agent, and Mace has been compromised so he no longer worked for the Agency. Whatever agency it is.


Leon brings Mace back to the U.S. and explains his mission. They have a DNA sample of the aliens from the fingernails of a dead soldier. So Douglas Henderson as Dr. Tillyard--and yet another 60s HITG, including on OL's "The Architects of Fear" where he also transformed a human into an alien--can use the DNA and ultrasonics to transform Mace into one of the aliens. Then they'll fake chasing him toward the alien spaceship, and Mace/Alien will claim that he crashed on Earth years ago, has amnesia, and only knows English. Which... sounds kinda goofy when you think about it. Let's disguise a spy as an alien and get him aboard a UFO. But everyone plays it straight, which is one of the virtues of "The Chameleon".

So Tillyard takes some DNA from Mace so they can turn him back once the mission is over. And this is where we get a lot of Duvall acting. Mace says that he's basically a deadly weapon that the government uses and puts away between missions. He's intrigued by new experiences, and since he's seen it all, he's looking forward to infiltrating a UFO. Earlier he destroyed a guitar when fighting the gunman and apologized for being unable to fix things. Under anesthesia he talks about how he wishes he could be something different.


You'd think a bunch of swirling lights and medical experiments would be boring. And it kind of is. But Duvall and the script keeps the entire thing interesting. We get a little bit of lights and tests, and then Mace talking about himself a bit. Then more lights, then more talking. It helps that Crawford and Leon are sympathetic. They both give Mace plenty of chances to back out of the mission, and warn him of the dangers like the fact that they don't know what the process will do to Mace's mind or if they're absolutely sure they can change him back. It helps that no one here is a bad guy. Even Crawford doesn't come across as a rigid military type, and he'll be even more sympathetic at the end.

Mace is eventually transformed, and I'm not sure if it's Duvall in the alien costume. But he giggles in a weird cat-like voice which we never hear the actual aliens use. So whether he's acting that way because he's some weird hybrid, or what, is never clarified.


The military then carries out the fake chase, and Mace boards the spaceship. There are only two aliens, and they immediately recognize Mace as a transformed Earthling. However, it turns out the DNA sample was from the alien leader, and somehow the transformation process has given Mace the leader's memories. Which isn't how DNA works, but then again, the aliens might not have DNA. So don't take the science fiction too seriously.

The aliens decide to take Mace with them, both because he's now one of them and they can't leave him in Earthling hands: their version of the Prime Directive. And because they seem to be genuinely nice guys. The leader says that they're peaceful people, they killed the soldiers in self-defense, and they fed fake information to the military sensors that their ship had fissionables so that no one would attack them. Once they repair their ship, they're leaving.

Mace agrees to go with them, but then Leon sends a signal to trigger Mace's reflexes to complete the mission. The transformed agent shoots the non-speaking alien first chance he gets. The alien gun he snatches up, which fires bursts of steam, is kinda goofy. The leader runs out and Mace goes after him. But then refuses to kill him, and the leader says that he wouldn't mind a friend to accompany him back to his "warm yellow planet". Mace wants to go somewhere that he doesn't have to be a killer, and they go back to the ship and finish the repairs.


Crawford and Leon have been monitoring the whole thing via a camera hidden on Mace. The military guy is ready to order an artillery strike on the UFO... but then countermands himself and lets it go. You get the impression that he's doing it (and disobeying orders) so that Mace can have a new life. But... Crawford didn't spend that much time with Mace. He seems to be doing it more just because he's overcame his fear and isn't going to kill aliens.

That's one of the reasons I like Outer Limits, sometimes more than Twilight Zone. There's no real twist here, and no moral. Other than "Don't fear what is alien", but then again, there's a lot of Outer Limits episodes where feeling the unknown is a really good thing to do. An hour gives Duvall enough time to give us a fairly interesting and unique character: something he also did in "Miniature". The 30-minute Zones typically provided caricatures rather than profiles, and some of the 60-minute episodes just dragged. TZ was built on the twists to some degree, and 60 minutes is too long to do a decent twist-reveal. "The Chameleon" makes good use of its time in a way that most of the 60-minute Zones never did. Heck, it does better than some of the other OL episodes.

It's also filled with lots of symbolism if you're into that kind of thing. Mace is literally a blunt instrument, employed by the government to kill people. The first thing we see him doing is killing (a fly), and then he uses that instrument of death (for flies) to kill a human being. Later on, he puts out his hands to indicate they're his tools and he uses them to kill. And then when he's getting briefed and Crawford comes in, Louis is invisible in the shadows and doesn't emerge until halfway through the scene. Like several other episodes, OL flirts with the spy genre in "The Chameleon". Mace is a compromised agent living in the wilds of Mexico, dodging or killing people from his past who want him dead. You could do worse than a Louis Mace - The Pre-Chameleon Days TV show.


Also, the aliens are... interesting. Unlike a number of the Outer Limit "bears", the aliens leap and jump and run and move. They're oddly cat-like, with the fur-covered feet and the odd felinoid giggle and smiling appearance.


It's also Joseph Stefano at both the height of his powers, and his last episode before he and Leslie Stevens left the show at the end of season 1. If you want to see how Stefano went horribly horribly wrong afterward, watch season 1 of Swamp Thing (on the Heroes & Idols and MeTV retro channels).

So overall, "The Chameleon" is definitely a keeper. But that's just my opinion, I could be wrong. What do you think?
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Jan 11, 2018
"The chameleon...has finally found a home." I was tempted to watch Days of Thunder because, like "The Chameleon," it was written by Robert Towne and featured Robert Duvall. A lot of this post seems to echo what I remember of Stephen King's comparison of The Outer Limits to The Twilight Zone. My favorite OL creature design is Simon Oakland in "Second Chance."
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Jan 11, 2018
The alien design was so popular that they used part of the costume in Trek's "The Cage".

I've read Danse Macabre by King. I think I like OL more than he did.
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