The story of The Chameleon from Kung Fu Panda 4.
History[]
Past[]

The Chameleon in the past.
The Chameleon's early days were characterized by humble beginnings, as she aspired to make a significant impact by mastering the art of kung fu. However, her dreams were shattered when she faced rejection from every training hall due to her small stature and perceived insignificance. Undeterred by these setbacks, she refused to let others dictate her destiny and instead became a sorceress, aligning herself with the very essence of her aspirations. Nevertheless, she continued to long for the knowledge of kung fu, unable to truly possess it even when assuming the forms of those who excelled in it. She understood that, while the physical body executes the art, its true essence lies within the spirit.
Eventually, the Chameleon gained control over Juniper City, a place that was previously plagued by crime families. As a result, these criminals were compelled to pay tribute to her on a monthly basis. One fateful day, Zhen attempted to steal from the Chameleon, but to her surprise, the Chameleon caught her in the act. Recognizing Zhen's fearlessness and potential, the Chameleon saw a reflection of herself in the young Corsac fox. Without hesitation, she took Zhen under her wing and raised her as her apprentice. Years passed, and the Chameleon decided to assign Zhen with a crucial mission: stealing the Staff of Wisdom from Po. This task would allow the Chameleon to open a gateway to the Spirit Realm and steal all the kung fu of every villain.
In order to gain Po's attention, she shape-shifts into Tai Lung, and destroys a mine to send its workers to tell Po about "Tai Lung's" supposed return.
Kung Fu Panda 4[]
Meeting the Crime Families[]
“ | Bear Crime Boss: Who is she to summon us? Chameleon (as Croc Crime Boss): Classic power move. Badger Crime Boss: We're the heads of Juniper City's most prominent crime families! Bear Crime Boss: She's just some bug-eyed, power-hungry, reptilian runt! Chameleon (as Croc Crime Boss): You left out the evil sorceress part. Bear Crime Boss: We used to run this city, now we pay her half the money we swindled! Wolf Crime Boss: It's like a criminal can't make an honest living anymore. Chameleon (as Croc Crime Boss): Yeah, but what can we do? Bear Crime Boss: Together, we can take her down. Chameleon (as Croc Crime Boss): Thus she's a shape-shifter! She could be at this very table and we have no idea! (points at Badger Crime Boss) For all we know, you're the Chameleon! (points at Bear Crime Boss) Or You're the Chameleon! Or maybe... Badger Crime Boss: Oh no! Chameleon (as Croc Crime Boss): ...Or maybe... Badger Crime Boss: Don't say it. Chameleon (as Croc Crime Boss): (shape shifts into her real eyes and real voice) ...I'm the Chameleon. Badger Crime Boss: I said don't say it. Chameleon: (turns back into her true form) Badger Crime Boss: We spoke out of turn! Wolf Crime Boss: Sorry, Chameleon! Chameleon: No, no. Don't apologize. You and your families prospered by preying on the weak. So, it doesn't feel good when you're the one being squeezed. Especially when the one doing the squeezing is just a... "bug-eyed, power-hungry"... What was the rest? Bear Crime Boss: Reptilian runt. Chameleon: Well, this "reptilian runt" wants more. Bear Crime Boss: You already have the city. What else could you possibly want? Chameleon: I have something special in mind. I'm very close to achieving it. As close as the blood moon. Wolf Crime Boss: The blood moon is two nights away. Chameleon: So little time, so many expenses. Which is why I'll need to increase this month's tribute to 60%. Bear Crime Boss: No! (knocks a small plate away to a komodo dragon) Chameleon: (turns her head threateningly) What was that now? Bear Crime Boss: I mean no disrespect. Chameleon: (sarcastically) Don't worry. I forgive you... for the impudence... and the backstabbing... and the blatant disrespect you've shown me. I forgive, but I never forget. You might say I have the memory... Badger Crime Boss: Oh, don't say it! Chameleon: ...of an elephant! (turns into Master Elephant with his voice) You think I've pushed you too far? Then you, my friend, (starts pushing the Bear Crime Boss) can’t begin to fathom just how far I... can.... PUSH. (pushes the Crime Boss Bear down the stairs with the other crime bosses following after while Chameleon turns back into her true form) I'll expect your tributes by dawn! |
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~ Chameleon threatening Juniper City's crime bosses during their conversation. |

The Chameleon having a conversation with Juniper City's crime bosses while disguised as the Croc Crime Boss.
Disguised as one of the heads of Juniper City's crime families, the Chameleon gathered them all together. However, one of the heads couldn't resist mocking her, suggesting that they should take her down. Unfazed, the Chameleon confidently mentions her sorcery, before finally revealing her true identity, leaving the four in shock and horror. Taken aback by her unexpected reveal, the heads quickly apologize for their earlier remarks. The Chameleon sarcastically extends her reassurance to them, advising them not to fret over the matter. She proceeds to explain how thieves thrive on exploiting the vulnerable citizens of the city, which is why she feels no remorse when they find themselves in dire situations, especially if she is the one responsible for it. Intrigued by her intentions now that she holds control over Juniper City, the heads of the crime families inquire about her plans.
With a cunning smile, the Chameleon drops a subtle hint that she is on the verge of achieving her goal by mentioning the imminent Blood Moon, which is only two nights away. To assert her dominance, she increases the monthly tribute they must pay to a staggering 60%. However, one of them objects to this demand. Offended by their defiance, the Chameleon ominously forgives them for their insults and treachery, but makes it explicitly clear that she will never forget. In a display of her power, she transforms into Master Elephant, warning them that if they believe she is pushing boundaries now, they have no idea just how far she can truly go. As the leaders depart in fear, the Chameleon states that she'll expect their tributes by dawn.
Putting her plan into motion[]
“ | Badger Crime Boss: We came to pay tribute, as you requested! Chameleon: Looks a little light. Go back out and get me more. Bear Crime Boss: More? Wolf Crime Boss: But, Chameleon... Chameleon: Go before I toss you down another flight of stairs. At last, my destiny approaches. I'll expand my rule from Juniper City to every city in town and village. From here to the Valley of Peace and beyond! They will all know the name of The Chameleon! |
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~ The Chameleon requesting further tributes from the crime bosses. and commentating on her plan. |

The Chameleon receives the requested tributes and demands more.
She is next seen in Po's vision, making her cages with her army. When the crime bosses return to pay their tributes, she demands more, and threatens to throw them down another flight of stairs.
Meeting Po[]
“ | Po: Zhen? Where are you taking my staff? Chameleon: I think you mean my staff? You gave it to Zhen, and now Zhen has given it to me. Given to gain I believe is how it works. You were right, Zhen. He was an easy mark. Po: Zhen. Zhen: First rule of the streets: Never trust anyone. Chameleon: I taught her that and you thought my apprentice was your friend. Po: Apprentice? She's the one who took you in!? Chameleon: Best thing that ever happened to her. You should've seen the little gutter's night before I found her. Mangy and half-starved? Hanging out with those rejects from the den of thieves? She had no fear. Such potential. So, I took her in. I made her to what she is today. (to Zhen) Stand up straight! Zhen: Yes, master. |
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~ The Chameleon tauntingly revealing that Zhen is her apprentice. |
When Po and Zhen infiltrated the Chameleon's palace, Po found himself trapped in one of the Chameleon's cages. Zhen, however, betrayed Po by giving the Staff of Wisdom to the Chameleon, who then revealed her true allegiance. The Chameleon shared her backstory with Po and unveiled her sinister plan to steal the kung fu powers of all the master villains. Desperate to escape, Po resorted to digging a hole in the ground, much to the Chameleon's annoyance. While attempting to flee, the Chameleon cunningly disguised herself as a remorseful Zhen and pushed Po off, seemingly causing his demise.
Zhen was horrified by the outcome, believing that there could have been an alternative solution, but the Chameleon coldly reminded her of her second and third rules: someone always gets hurt, and nobody cares about your emotions. As the Chameleon prepared to unlock the gateway to the Spirit Realm, she began to question Zhen's friendship with Po. According to the Chameleon, she was merely using Po including Zhen to get what she wanted and advised Zhen to remain ruthless and unsentimental. Originally planning to open the gateway when the Blood Moon was fully risen for a dramatic effect, the Chameleon decided to open it sooner due to the slow progress of the moon. She started by bringing back Tai Lung, claiming to be a fan of his.
Revealing that she had stolen the Staff of Wisdom from Po, she demanded to know Tai Lung's kung fu skills. However, Tai Lung refused to comply. The Chameleon's army then attacked Tai Lung, but he managed to defeat them. Taking advantage of the situation, the Chameleon stole Tai Lung's kung fu and used his own nerve attack to trap him in a cage, much to his dismay. Delighted with her success, the Chameleon proceeded to bring back all of the dead kung-fu villains (including the notorious Lord Shen and Kai the Collector), stealing all of their kung-fu and imprisoning them in cages. After the Chameleon finished, Po showed up. The Chameleon doubted if Po could really die.
Final fight and defeat[]
“ | Po: I believe you have something that belongs to me. Chameleon: (closing the Spirit Realm) Can't you even die right? Po: Can't you even kill wrong? No. Word play didn't come together. Now, about that staff? Chameleon: (gives it back to Po anyway) Take it. I already have what I need from it anyway. (sneering) I think this was destiny. A final face-off between permitable adversaries alike in so many ways. Po: If only I had a dumpling for every time a villain told me how much we have in common. Chameleon: It's true. We've both risen to the highest of heights. It's a shame that only one of us can come out on top. Po: It is a shame. For you! Chameleon: My combined powers in sorcery and kung fu make me unstoppable. And once I dispense with you, I'll expand my rule from Juniper City to... Po: (annoyed) Every other city in town and village from here to the Valley of Peace and beyond. Yeah, I know. Chameleon: What? How did you know? Po: I saw it in a vision. Cause I'm the Dragon Warrior. For now at least. But I've realized that it's probably time I made a change. And so should you. Chameleon: I'm the Chameleon. I do nothing but change. Po: Only on the outside. Real change comes from within. And if we're really as alike as you say, then maybe we can both let go of who we were and become something better than we already are. What do you say? Chameleon: I say... (transforms into Lord Shen and knocks Po down) Tai Lung: Well I saw that coming. |
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~ The Chameleon rejecting Po's offer of redemption before spitefully attacking him. |

The Chameleon prepares for Po's arrival.
Po insisted on getting the staff back, to which the Chameleon happily obliged by stating that she has already obtained all powers from all the kung-fu villains for herself. She compared herself to Po, mentioning only one of them would prevail in the end. Po attempted to persuade the Chameleon to change her ways since she said that they both were alike. But the Chameleon refused by morphing into Lord Shen and attacked Po. She continued to transform into different villains while fighting Po.
The Chameleon gained the upper hand, claiming to be practically every adversary Po had faced. Suddenly, Zhen intervened, crushing the Chameleon with one of her own cages. Realizing it was two against one, the Chameleon transformed into a mix of various masters: Master Cobra, Master Osprey, Master Scorpion, Master Wolf, Kai, and Shen. She pursued them, capturing Zhen. Po caught up, grabbing the Chameleon by the horns and causing her to fall. Recovering, the Chameleon changed into Po. The Chameleon and Po locked in a fierce and intense battle, each determined to come out victorious.
The Chameleon proved to be a formidable opponent, using her agile tongue to snatch Po and forcefully slam him into the palace walls, showing no mercy. The Chameleon set damaged cages ablaze and used them to ensnare Po, who pretended to be trapped and helpless. It was then that Po called upon Zhen, urging her to intervene and put an end to the Chameleon. The Chameleon, now in her normal form, turned her attention towards Zhen, questioning her audacity to betray her for Po. Zhen, however, reminded the Chameleon of her own first rule - trust no one. Undeterred, the Chameleon boasted that Zhen could never defeat her, as she knew all her moves.
With the Staff of Wisdom in her hands, Zhen summoned a majestic dragon, sending the Chameleon crashing into the wall. Zhen then reminded the Chameleon of her second rule - someone always gets hurt. While Po was momentarily occupied, the Chameleon seized the opportunity to launch a final, cunning attack. Transforming into various forms, she aimed to strike a fatal blow against Po. However, just as the Chameleon was about to strike, Po managed to counter her assault with the Staff of Wisdom, ultimately defeating her. Po then releases all the kung fu villains from their captivity while restoring their kung fu to them.

The Chameleon is forcibly dragged alive to the Spirit Realm by Tai Lung.
After the kung fu villains were set free, Tai Lung emerged as their representative and openly praised Po, acknowledging that Po had surpassed his initial expectations and had proven himself to be the Dragon Warrior. The other kung-fu villains (including Shen and Kai) all followed suit as well by bowing down to him in respect. Tai Lung then requested Po, urging him to create a portal to the Spirit Realm so that the villains could return to their rightful place. Po happily obliged by opening a portal to the Spirit Realm, and Tai Lung seized the opportunity to take the Chameleon with him, planning to punish her for what she did. As all the kung fu villains (including Shen and Kai) happily return to the Spirit Realm, the Chameleon turns to Zhen, begging her to do something. However, Zhen refused by taunting and reminding the Chameleon of the third rule, emphasizing that nobody cared about her feelings. Bidding goodbye to Po, Tai Lung happily returns to the Spirit Realm, taking the Chameleon with him as punishment for all her crimes as she screams in fear, never to be seen again.
In the film's novel adaption, the kung fu villains used the Chameleon's tongue to play jump rope, in order to give her a proper punishment that she deserves.