Dmitri Smerdyakov, the stepson of the Red Skull, was born in Soviet Russia. His Stepfather developed a utility belt which allowed his stepson to change his physical appearance into a duplicate of another, after capturing an image of that person. Dimitri used it to became an international criminal known as the Chameleon.

Years later, the Chameleon was infused with a techno-organic virus by Dr. Herbert Landon, making him part-machine and thus able to use his morphing ability without the utility belt.