At an air port in New York City several government agents led by a a red haired woman run up to a man and hold him at gunpoint. However, then man pushes a button on his suitcase which shoots out a smoke pellet that provides a cover for him to escape. The man then takes the identity of a J3 Communications co-pilot and as he approaches the J3 helicopter he throws the pilot out of his seat and hijacks the helicopter. The government agents chase after him in their own helicopters and the J3 helicopter's tail rotor accidentally hit a building and breaks off causing the helicopter to spin out of control and crash into a building. However, Spider-Man just happens to be in the right place at the right time and swings over and gets the man out of the helicopter and places him on the ground. At that moment the helicopter explodes and it causes a scaffolding on the side of the building to break and two men on it hold on for their life. As one of the men fall Spider-Man stops him by getting above the man and shooting a web line at his feet. As the pilot starts to walk away Spider-Man yells at him to stop. However, the helicopter explodes and falls. A woman standing underneath the falling helicopter is saved as Spider-Man swings by and grabs her. From afar the mysterious man watches Spider-Man and changes into another form to escape.
Later that day at the Daily Bugle, Peter Parker quickly gets off the elevator and rushes into J. Jonah Jameson's office despite Jameson's secretary, Glory Grant telling him he can't go in. Inside Jameson's office there are several photographers taking pictures of him. As Peter attempts to get Jameson's attention Glory Grant tells Jameson that he is late for his tuxedo fitting and he leaves and Peter follows him into the elevator. Peter then asks if he can photograph the upcoming peace treaty signing. However, Jameson calls Peter nuts and says that the peace treaty signing is like one of Spider-Man's crime scenes. Peter tells Jameson to let him plead his case and Jameson agrees to hear him out as they both get into his limo. The mysterious man secretly watches them as they drive off and then takes the appearance of J. Jonah Jameson.
While in the limo Peter tells Jameson that taking a photo of the peace treaty signing could win him a pulitzer prize and attempts to convince Jameson to let him go. However, Jameson says that each newspaper is only allowed one photographer. Peter presses on and asks to attend the party he is throwing because it will be the only time the two leaders will be seen together before the treaty signing. The limo driver then pulls into a dead end and Jameson realizes this and tells the driver to turn around. However, the limo driver pushes a button that activates electronic shackles that bind Jameson and Peter by their wrists. As the driver tells Jameson that no harm will come to him the limo transforms into a plane and flies off. As Jameson demands to be set free Peter thinks to himself that he must not attempt to escape so that he can find out what's going on.As the plane reaches it's destination Peter is locked in a cell. Peter realizes that he is there my mistake and that Jameson is the one they wanted. Just then Peter hears voices coming from the air vent and crawls through it. As Peter crawls through the vents he ventilation system he sees men practicing shooting and realizes that where ever his is must be a training center for assassins. Peter then finds a door and opens it hoping to escape. However, Peter falls through the hatch. As he gets outside he grabs onto the hatch and learns that he is actually in a fortress floating in the air. Peter then climbs back inside and finds Jameson talking to a man hovering in a chair wearing an eye patch. As Peter watches from the vent Jameson demands to know who the man is and he introduces him self a Colonel Nick Fury. Jameson is shock to see him alive and even states that the Daily Bugle printed his obituary. Fury replies that the U.S. government faked his death and made him director of an armed federal agency. Nick Fury then pulls up his obituary on his computer he tells Jameson that he flipped the negative of his photo making it look like his eye patch was on the right eye instead of the left eye. As Jameson asks where he is Nick Fury answers that he is in the base of the Supreme Headquarters International Espionage Law-enforcement Division known simply as S.H.I.E.L.D. As Jameson states that he has never heard of them before Nick Fury says that even the F.B.I. and C.I.A. are kept in the dark about them and that S.H.I.E.L.D.'s mission is to stop any threats to world security. Nick Fury then shown Jameson a hologram of an assassin known as the Chameleon who Fury describes as a deadly stop at nothing hitman that can change his appearance by using a special belt known as an Image Inducer. Fury goes on to say that Chameleon has used the belt several times to change his appearance which has kept S.H.I.E.L.D. from capturing him in the past. As Jameson asks what he wants from him Fury says that terrorist have hired Chameleon to sabotage the peace treaty signing and that if he succeeds war could ensue between the two countries and that he will be at Jameson's party. Fury then puts a lapel pin on his jacket and tells him that the pin is a signaling device and that if he sees anything suspicious at the party press the pin and undercover S.H.I.E.L.D. agents will respond to his location. Fury then then tells Jameson that he is sending him back and as Peter hears this he returns to his cell and S.H.I.E.L.D. agents get him and they return Jameson and Peter to the surface.
[[File:456475675.png|thumb|Jameson realizes Chameleon took the party security planes disguised a Robbie At that moment Chameleon still disguised as J. Jonah Jameson uses the camera built into his image inducer to copy photos of the Daily Bugle staff from their files in Jameson's office. Just then Glory Grant walks in and asks how Jameson's tuxedo fitting went. Chameleon then rudely orders Glory to get the security plans for the party. As Glory walks out the real J. Jonah Jameson and Peter Parker walk into Jameson's office. However, Chameleon is able to fool him by changing into Joseph Robertson. Peter's spider sense goes off and realizes that something isn't right. Seconds later Glory enters Jameson's office with the security plans. However, Jameson asks why she is giving the security plans to him because she had already given them to him that morning. Glory then tells Jameson that she had told him that and asks if he's trying to drive her crazy and storms out of his office. Robbie then walks out and Jameson sees that the security plans were taken off his desk. Jameson realizes that that was really the Chameleon and presses the lapel pin to alert the S.H.I.E.L.D. agents in the building.
As the Chameleon (still in the guise of Robbie Robertson) walks down the hall he sees the real Robbie and quickly turns into another hallway so that he is not spotted. However, the undercover S.H.I.E.L.D. agents tackle Robbie believing that he is the Chameleon. Spider-Man crawls on the ceiling above them and realizes that that is the real Joseph Robertson and not the Chameleon because his spider sense didn't tingle. Spider-Man then jumps down and tells the S.H.I.E.L.D. agents that he is not the Chameleon. From the S.H.I.E.L.D. helicarrier Fury watches a live feed from the Daily Bugle security cameras and wonders what Spider-Man is doing there. Fury then communicates with Agent 1 and tells her to get Spider-Man. As Agent 1 responds to their location she shoots at Spider-Man but he is able to avoid the laser beam by jumping out of the way. Agent 1 then looks at Robbie's waist and sees that he is not wearing the Image Inducer and realizes that he is not the Chameleon and orders to S.H.I.E.L.D. agents to continue their search for the real Chameleon.
As Chameleon gets away he uses him Image Inducer to take the appearance of Glory Grant. A S.H.I.E.L.D agent sees Chameleon instantly change appearances and chases after him and alerts the other agents to his location and that Chameleon has taken the identity of Glory Grant. as both of them run by a hallway Spider-Man sees then and grabs Chameleon by the arm when he enters the stairwell. However, Chameleon uses a device to spray a gas into Spider-Man's face and he drops him which allows the Chameleon to get away and take the identity of Peter Parker. Chameleon then takes the elevator to the lobby of the Daily Bugle. As he starts to leave he is stopped by Mary Jane Watson who believes that he is the real Peter Parker and tells him that she is an understudy in the Shakespeare festival that night and she was able to save him a seat. As Chameleon looks back at the elevator he sees two S.H.I.E.L.D. agents get off. To keep from being seen Chameleon grabs Mary Jane and kisses her. After the S.H.I.E.L.D agents leave Chameleon runs out the front door.
That night at the Daily Bugle the VIPs arrive and from the S.H.I.E.L.D. helicarrier Nick Fury tells his agents to be alert. The Chameleon is one top of the building across from the Daily Bugle and he is able to zip line onto the Daily Bugle. Spider-Man spots him and web swings over. Just then Agent 1 flies above the Chameleon in a plane and alerts the others to his presence. However, Chameleon uses his image inducer to take a picture of Agent 1 and uses a laser to melt the window and he goes inside. Fury then tells his agents to head to floor thirty one which they do. The Chameleon then changes into his true form and Spider-Man leaps through the hole in the window and confronts him. However, Chameleon throws a grenade at Spider-Man which releases a smoke screen which allows him to get away. As Spider-Man chases after him Chameleon runs into some S.H.I.E.L.D. agents who attempt to stop him. However, Chameleon takes the identity of Spider-Man and drops another smoke pellet and then turns uses his Image Inducer to turn into Agent 1. Chameleon then fools the S.H.I.E.L.D agents into going after the real Spider-Man. However, Spider-Man webs up the S.H.I.E.L.D. agents and runs off.
Back at S.H.I.E.L.D., Nick Fury contacts Agent 1 and tells her that this is now a code red situation and that he will meet her at Jameson's penthouse in ten minutes. Agent X then tells the pilot to fly her to the penthouse because she has to get the VIP's to safety and that Fury believes that the Chameleon is moving up stairs.
A short while later Chameleon makes his way to the basement and uses sleeping gas to knock out the S.H.I.E.L.D. agent standing guard. As Chameleon enters the basement he turns a valve which shuts of all the gas in the building. A maintenance man is then set to check on it.
Meanwhile at a theater Mary Jane is preforming her play. As she looks into the crowd she notices that Peter is not there and wonders why he has not showed up.
Back at the Daily Bugle the maintenance man goes to the basement to check on the gas. He is able to turn the gas back on but is attacked by the Chameleon who uses his Image Inducer to take his identity and heads to the penthouse where the party is. At that moment Agent 1 arrives and Peter's spider sense goes off alerting him to the Chameleon's presence. As Agent 1 walks up to J. Jonah Jameson she tells him that Col. Fury wants to get the VIPs out of the penthouse. As Agent X, Jameson, and the VIPs leave Peter notices them and follows. As they arrive on the rooftop Spider-Man secretly watches as as Agent 1 and the VIPS are greeted by Nick Fury. However, as Spider-Man takes a second look at Fury he notices that his patch is on the right eye instead of the left eye. Spider-Man realizes that he is really the Chameleon and tackles him. Believing that Spider-Man is attacking the director of S.H.I.E.L.D., Agent 1 shoots at him and other S.H.I.E.L.D. agents tackle him and put him in hand cuffs. Spider-Man then yells at Agent 1 that Fury's eye patch is on the wrong eye. Just then Agent 1 is contacted by the real Nick Fury on her microphone. Knowing that he has been discovered Chameleon jumps into the helicopter that is on the roof and flies off. Agent 1 attempts to bring down the helicopter by shooting at it. Agent 1 manages to hit the helicopter sending it into the river where it explodes on impact. Agent 1 and the other S.H.I.E.L.D. then go to the site of the crash to see if the Chameleon survived. As the agents run off Jameson asks how the Chameleon could have made such a stupid mistake. Spider-Man answers that Chameleon must have based his disguise on the obituary he printed of Nick Fury which had the flipped negative. Spider-Man then leaps off the roof and swings away.
The next day at the United Nations the two leaders from the warring countries and shake hands after signing the peace treaty. From the audience J. Jonah Jameson mentions to Robbie that for a while he thought the treaty signing wouldn't happen. Just then Peter shows up and sits by Jameson. Jameson asks how he was able to get past security and he answers that he has his methods. As Peter aims his camera at the leaders he focuses to get a good shot. However, webbing hits the camera forcing it to point at the ceiling. As Peter pushes the button the camera fires a laser that hits the wall. It is then revealed that Peter Parker is really the Chameleon and as he runs away Spider-Man shoots his webbing at Chameleon's legs ensnaring him. As Spider-Man lands on the ground Chameleon pulls out his laser gun but Spider-Man is able to kick it out of his hands. As Spider-Man and Chameleon struggle Spider-Man is able to punch Chameleon's Image Inducer which breaks it. This causes that Chameleon to transform uncontrollably and eventually faints because of the electric currents coming from his belt. S.H.I.E.L.D. then takes Chameleon into custody.
Minutes later Spider-Man watches the two leaders walk out of the United Nations building and says to himself that he has saved the world again and complains that nobody has gratitude for him. At that moment Nick Fury flies up to Spider-Man and thanks him for what he did and flies off. Spider-Man's mood then turns glad and is surprised that someone actually thanked him and referees to it as "a first."
Sometime later Peter returns home and answers the door as the doorbell rings. Peter sees Mary Jane who slaps him in the face and tells him that she is angry at him for not coming to her play as he promised. Mary then then tells Peter to never kiss her "that way" again and walks off. At first Peter is confused as to what she is talking about but then realizes that Chameleon must have kissed her disguised as him. As Peter runs after Mary Jane he attempts to explain what really happened.
|Christopher Daniel Barnes||Spider-Man / Peter Parker &|
Chameleon disguised as Peter Parker
|Ed Asner||J. Jonah Jameson|
Chameleon disguised as J. Jonah Jameson
|Rodney Saulsberry||Joseph Robertson|
Chameleon disguised as Joseph Robertson
|Sara Ballantine||Mary Jane Watson|
|Nell Carter||Glory Grant|
Chameleon disguised as Glory Grant
|Philip Abbott||Nick Fury|
Chameleon disguised as Nick Fury
|Rachel Davies||Agent X|
Chameleon disguised as Agent X
|Ken Chandler||Additional voices|
- Istanbul, Turkey (Mentioned only)
- Embassy (Mentioned only)
- Rome (Mentioned only)
- Military base (Mentioned only)
- Serbia (Mentioned only)
- Image Inducer
- S.H.I.E.L.D. flying car
- S.H.I.E.L.D helicarrier
- S.H.I.E.L.D. hover chair
- S.H.I.E.L.D. lapel pin
- S.H.I.E.L.D helicopter
- Bruce the Gargoyle
- According to John Semper Jr. on his facebook page he got the idea for this episode when he sat down with one of his staff writers to write a script. However, while Semper got more and more excited for this episode the writer he chose was obstinate and sullen, really not enjoying the story at all. Finally, Semper got angry and thought to himself, "If this person isn't as excited about this story as I am, then I'll be damned if I'm going to hand it off to him to write." So Semper decided to write the script himself.
- There was a part in the script where Peter made a deduction about some glass found on the ground. This scene ended up being cut from the script because someone thought that it made Peter too much like a detective and less like a regular college student.
- John Semper Jr. decided not to have Chameleon speak in his own voice because he couldn't imagine the Chameleon ever running the risk of using his real voice which could possibly reveal his real identity. It would be completely out of character for someone like him who made a profession out of always being somebody else. Also, Semper thought that it would be genuinely creppy if we never heard his voice. When Bob Richardson asked what actor Semper wanted for the Chameleon he was shocked when he learned the Chameleon didn't speak. Richardson had failed to realize this when he read through the script.
- According to John Semper Jr. when Nell Carter recorded her lines for this episode it was in the middle of the O.J. Simpson murder trial. When Nell Carter went into the studio to record her lines she was all fired up. . . against men! Somehow John Semper Jr. became the main male target in her sight. She didn't know him, but she decided that Semper was going to be the recipient of her fairly long, loud, vociferous tirade against men and against violence toward women. All Semper could remember of that day is having to listen to a blistering attack on the male gender, of which according to Semper, he was the sole ambassador in the room at that moment. As Nell ranted and raved Semper didn't utter a word because he thought he would just make things worse.
- The title of this episode, Day of the Chameleon, mirrors the title of the first episode, Night of the Lizard.
- The scene at the beginning of the episode where the helicopter that the Chameleon is flying crashes into a building was later edited out of reruns of the episode after the September 11, 2001 terrorist attack on the World Trade Center.
- When Peter Parker is hanging below the S.H.I.E.L.D. helicarrier, it's similar to Star Wars, Episode V: The Empire Strikes Back, when Luke Skywalker hangs below Cloud City. There is even an antenna similar to the one Luke held on to.
- According to Nick Fury's obituary when the U.S. government faked his death they made it appear that he died in a plane crash and that his body was burned beyond recognition and that his body was identified by his dental records. The full obituary reads "Died in violent plane crash over the Sepulveda basin. The body was completely burned and identified with dental records."
- In this episode Nick Fury states that S.H.I.E.L.D. stands for Supreme Headquarters International Espionage Law-enforcement Division. However, in 1991 (four years before this episode aired) the acronym was changed to stand for Strategic Hazard Intervention Espionage Logistics Directorate.
- The Image Inducer was created specifically for Spider-Man: The Animated Series.
- The play that Mary Jane is in is A Midsummer Night's Dream written by William Shakespeare in 1605. She is playing the role of Helena.
- There are a few scenes in this episode where Nick Fury's hair is miscolored. In some scenes Fury's hair is totally brown instead of brown with white temples.
- Toward the end of the episode Chameleon (disguised as Nick Fury) paraphrases the saying "It's the early bird that catches the worm" by saying "It's the early bird that catches the Chameleon."
- Toward the end of the episode Chameleon (disguised as Nick Fury) reaches for a gun tucked into the back of his pants. The gun appears to be designed the way real guns look. In Spider-Man: The Animated Series the network censors usually had the production staff draw in laser guns because they had banned real looking guns for appearing in the series.
- In 1995, John Semper Jr. won an Annie-Award for Best Individual Achievement for Writing in the Field of Animation for the episode Day of the Chameleon. 
A review by Amazing Spidey from Marvel Animation Age
The first of many episodes to feature a guest stars in Spider-Man: The Animated Series. Nick Fury was introduced into Marvel cartoon continuity and was presented well. I preferred him over in Iron Man rather than Spidey, as he was often a useless guy floating in a chair up at SHIELD in Spider-Man, but this episode was a solid introduction to the character.
The most interesting aspect of this episode however was the Chameleon. Slightly retooled as a terrorist for hire, rather than a criminal who simply dressed up as other people, he was great in this episode. One of the more daring characters in the series, The Chameleon didn't speak himself, he always changed into others when he spoke. It worked well in contrast to a lot of villains, who simply didn't shut up when they were on screen. A great change of pace.
Not to forget about the hero of course. A different more secret agent style episode, Spidey worked well, especially as Peter Parker had as much time as Spider-Man. And of course, when you have Peter Parker, you have the Daily Bugle, which means J. Jonah Jameson is bound to appear, in all his glory. Easily the show's funniest character, it's always great to see Jonah, especially when he's arguing with people. Ed Asner couldn't be praised enough for what he brought to the role.
Jameson played a big role, as he was more or less the only one who could stop The Chameleon, but was terrified to do so. It also fleshed out the Bugle supporting cast, Robbie and Glory Grant a bit more. For a show with such a large supporting cast, it did a very good job of developing a majority of them. There was only the occasional slip up, usually with MJ and Aunt May.
Memorable scenes include Spidey chasing an ever-changing Chameleon through the Daily Bugle and fake Peter kiss with MJ, and his 'reward' for his efforts. I personally thought the slap was a brilliant way to end the season.
Nothing too epic, just a nice episode of Peter and Spider-Man both doing what they do best.
"Freeze! Don't even crack a smile."
- -Agent 1
"Mr. Jameson your late for your tuxedo fitting and the limo's waiting."
"Blasted monkey suites. I hate 'em."
- -Glory Grant & J. Jonah Jameson
"I just wanted to ask if I could photograph the peace treaty signing?"
"Are you nuts? This isn't gonna be some web filled crime scene. It's an important world event."
- -Peter Parker & J. Jonah Jameson
"Welcome to Supreme Headquarters International Espionage Law-enforcement Division. We call it S.H.I.E.L.D."
"Never heard of it."
"Even the F.B.I and C.I.A. are kept in the dark about us. S.H.I.E.L.D.'s job is to secretly try to keep the world in one piece. No matter what it takes."
- -J. Jonah Jameson & Nick Fury
"What was that about?"
"National security, Parker. I can't discuss it."
- -Peter Parker & J. Jonah Jameson
(Chameleon who is disguised as Peter Parker sees two S.H.IE.L.D. agents walking his way and grabs Mary Jane and kisses her.)
"Peter why did you do that?"
"I had to."
"What made you think I'd let you?"
"I took a gamble that Peter Parker was the luckiest man on Earth."
- -Chameleon (disguised as Peter Parker) & Mary Jane Watson
"Aha! Bruce it looks like the Chameleon has arrived."
"Chameleon stop! Wow nice hair cut."
"This guys gonna ruin my lungs faster then tailgating a Manhattan taxi."
- -Spider-Man after Chameleon throws one of his smoke grenades
"Now if I were a chameleon who's colors would I chose?"
- -Peter Parker
"Colonel your early."
"My daddy once told me it's the early bird that catches the Chameleon."
- -Agent 1 & Chameleon disguised as Nick Fury
"But how could the Chameleon make such a stupid mistake?"
"That's simple Pickle Puss. He probably based his disguise on Fury's picture from the obituary in your files. The one that was printed flipped. But he didn't know that. I guess it really does pay to practice shoddy journalism. Keep it up JJ."
"Why you. . ."
(Spider-Man jumps off the roof as Jameson tries to punch him.)
- -J. Jonah Jameson & Spider-Man
"Sleep tight Chameleon! Maybe when you wake up you'll feel more like yourself."
"The Chameleon here, right next to me. Ug I need a long vacation."
- -J. Jonah Jameson
"Well Bruce I saved the world again, and what do I get for it? As usual ziltch, nadda, nothing that's what!"
(Nick Fury flies up to Spider-Man on his plane.)
"Heck of a job Spider-Man! Thanks!"
(Nick Fury flies off.)
"Did he say thanks? Someone thanking Spider-Man? That's a first!"
- -Spider-Man & Nick Fury