The Chameleon

The Chameleon is the first episode of Amazing Spider-Man.

Plot
Five bank robbers escape from a bank with money into an abandoned building when Spider-Man begins the introduction and grabs one of the robbers' flashlights and smashes it, then knocks him out. Another robber throws a bomb at him, but Spider-Man dodges and the bomb takes out the other robber before Spider-Man webs him to the ground. He then goes up onto the roof and grabs O'Hirn before Marko pushes him off the building, but he webs back on and knocks him down. The police then arrive and find Marko and O'Hirn webbed up on their helicopter.

Spider-Man then swings through New York to his house explaining half his life is fighting crime as Spider-Man, while the other is a normal life as a photographer for the Daily Bugle known as Peter Parker. He reveals it wasn't always like this and flashes back to years ago...

Outside of the house, Peter as five years old is fishing with Uncle Ben and initially fails, but Ben gets him to succeed.

Uncle Ben was an inspiration to Peter for years, always being the closest to him.

Then one day, Peter takes a trip to the laboratory of Farley Stillwell who activates a machine that envelops a spider that goes crazy and bites Peter just as Stillwell turns the machine off. Peter goes crazy and sneaks out, then collapses on the street.

When he wakes up, he goes onto the street and jumps away from a car onto the wall and realizes the spider has transferred its abilities to him. He breaks a bar on the roof and falls, then flips over and lands on the ground as his glasses fly onto the ground and break.

Later, Peter develops Web-Shooters and tests them around and jumps on the roofs.

Uncle Ben takes him to a libary, thinking he is studying for a test and when Peter asks him what he would do if he could do something better than anyone else. Uncle Ben explains that when he gains great power, there must come a greater responsibility.

In a studio, Peter puts on his Spider-Man costume and goes on a TV show called It's Amazing, but feels he is showing off to all the kids in his school who see him as just a nerd.

Later, Sullivan Edwards gives him an offer he couldn't refuse: wrestling.

He enters wrestling as the Amazing Spider-Man and Sullivan guarantees him 1000 dollars if he wins against Bone Saw, which he does.

However, after the match, Sullivan cheats him by making him sign an exclusive contract with him. After Spider-Man refuses, Sullivan refuses to pay him. Angrily, Spider-Man walks towards the elevator when a Burglar runs towards him and Sullivan yells to stop him, but Spider-Man avoids him, claiming it's not his problem.

He returns home to find the police at Aunt May's and finds his uncle tried to stop the car robber, but he was armed and got shot. Angrily, Peter changes into Spider-Man and swings over to a warehouse, where he finds the Skulls gang and beats them up, then sneaks up to the top to take down three more Skulls and one while sneaking up before finding the leader, the one who murdered Uncle Ben. He realizes he is the same Burglar from before. He then falls out of the window and is wounded.

Peter recalls Uncle Ben's words of great power and great responsibility, and jumps off the Empire State Building as Spider-Man.

Suddenly, a bank is broken into and Spider-Man finds a robber robbing it, but when he goes into the toilet, he finds him as the manager of the bank. He then looks for him, but the manager escapes and transforms.

Meanwhile, at the S.H.I.E.L.D. Helicarrier, Nick Fury discovers that their prisoner, the Chameleon, is gone. He explains to Sharon Carter that the Chameleon was a crook who used a belt to rob banks by impersonating as other people.

Spider-Man talks to Terri Lee, who claims no robber went the only way they could have gone. This makes Spider-Man confused, and then goes to the Bugle, discovering information about the Chameleon. Peter realizes that the manager in the toilet and the robber were the Chameleon in disguise.

Meanwhile, J. Jonah Jameson calls Robbie Robertson into his office, while Robbie leaves himself in a closet. Robbie then transforms into the Chameleon and threatens to shoot Jameson if he doesn't give him all the money in his safe. Spider-Man then hops through the window and knocks the blaster right out of Chameleon's hand, then throws him out of the window. Jameson yells at Spider-Man, believing he and the Chameleon are in cahoots. Spider-Man then jumps out the window telling Jameson to get off his case, while Jameson remembers a crime boss telling him the same.

He finds Chameleon gone. Terri tells him he went forward and Spider-Man chases him, but Terri laughs and transforms into the Chameleon.

Spider-Man finds Terri locked away in an alley and realizes it was the Chameleon. He frees her and rushes off.

He finds Chameleon in a wrestling arena and sees Peter Parker, which he easily identifies as the Chameleon and kicks out of his seat. They land in the arena and fight, then Spider-Man punches Peter's belt, turning him into the Chameleon. Jean DeWolf and Stan Carter take Chameleon in.

George Stacy thanks Spider-Man for his help and Stan walks away. George goes to ship Chameleon away when he finds Stan tied up and discovers the Chameleon has escaped!

Characters

 * Spider-Man
 * Rhino (as Alex O'Hirn)
 * Sandman (as Flint Marko)
 * Ben Parker (flashback)
 * May Parker (flashback)
 * Farley Stillwell (flashback)
 * Sullivan Edwards (flashback)
 * Bone Saw
 * Chameleon
 * Nick Fury
 * Sharon Carter
 * Terri Lee
 * Robbie Robertson
 * J. Jonah Jameson
 * Jean DeWolf
 * Stan Carter
 * George Stacy