On December 27, The Chameleon steps into the spotlight.

His chalky skin, his hollow eyes, his arrogant disposition…all of it will be familiar to Spidey fans. And he plans to take out the Wall-Crawler and the Merc with the Mouth with one big, brilliant plan in writer Robbie Thompson and artist Chris Bachalo’s SPIDER-MAN/DEADPOOL #25!

We caught up with Robbie to get a peek inside the upcoming issue.

Marvel.com: Chameleon has been portrayed in a variety of ways over the years. What do you see as the key to Chameleon? How would you describe your “version” of Chameleon in this storyline?

Robbie Thompson: The Chameleon keeps you guessing. He constantly changes his appearance to get what he wants, but I think that deep down, he’s hiding from himself. He’s running from something and he’ll never escape it. That desire may be hidden, but it runs deep and in our story, and it’ll push him to try to pull off one of his biggest heists ever.

Chameleon sees what Deadpool sees in the absence of S.H.I.E.L.D.—an opportunity to steal weapons and sell them. But we learn pretty early on that this has been a disguise as well. He’s hunting for a much bigger payoff.

Marvel.com: What made Chameleon the perfect choice for this storyline? Creatively, how does having him in the story spark you as a writer?

Robbie Thompson: It’s made me paranoid! Chameleon could be anyone! He could be me! And all credit to editors Nick Lowe and Jordan D. White for suggesting Chameleon for our story. When we started talking about where Spider-Man and Deadpool would be at the beginning of the story, coming from their flagship books, we really wanted to have them go up against a familiar foe, as well as someone who could shine a light on our heroes and also mess with expectations.

He’s a classic, original Spider-Man villain and it feels great to play with that history. Chameleon was the perfect choice and really fueled our early conversations about how to shape the story we’re telling in the present, as well as the story we’ll be telling in the future, which starts with issue #26. That story features Old Man Parker and Old Man Wilson in a retirement home decades from now and it’s been ridiculous fun to work on with artist Scott Hepburn.

Marvel.com: How would you describe Chris Bachalo’s depiction of the super villain?

Robbie Thompson: Chris is a master storyteller and his work on this book has been incredible. I can’t say enough good things about his work. I’m an enormous fan of his and have been for years, and I feel really fortunate to be collaborating with him on this story.

With Chameleon, we have the opportunity to bring in a lot of different characters and looks—anyone could be Chameleon under that mask! Don’t trust us! Don’t trust me! Chris’s first reveal of Chameleon looks so fantastic and I can’t wait for folks to see what he does with the character moving forward.

Marvel.com: What about the combination of Deadpool and Spider-Man makes The Chameleon want to go for broke this way?

Robbie Thompson: Chameleon, a master manipulator, he sees a golden opportunity in the current landscape of the Marvel Universe—one that can really play to his strengths and one that has the potential to increase his strengths and powers tenfold. And also make him a ton of cash.

He’s messing with Deadpool for a very specific reason, which will be clear in issue #25, but because he studies human behavior, he’s going to detect conflict between Spider-Man and Deadpool and use it to his advantage as the story moves on. The more Spider-Man and Deadpool get at each other’s throats, the more it plays right into Chameleon’s plans.

Marvel.com: How does the Wall-Crawler view this new version of his old enemy?

Robbie Thompson: At first, it’s going to seem like Chameleon gets up to his old, thieving ways. Spider-Man feels like he knows this guy and his usual M.O. and that it should be easy.

It’s pretty clear from jump, though, that this is an amped up Chameleon. And as Spider-Man pieces together that Chameleon wants one of S.H.I.E.L.D.’s darker secrets, he’ll have to up his game and put his feud with Deadpool aside to stop Chameleon before he goes too far.

Marvel.com: Last but not least, give the readers the elevator pitch on why #25 will be a can’t-miss installment.

Robbie Thompson: SPIDER-MAN/DEADPOOL #25 is Part Three of “Arms Race!” Set in fabulous Tabula Rasa! Spider-Man vs. Deadpool vs. Chameleon! One of Deadpool’s crew loses their minds! Comedic dismemberment! And the next phase of Chameleon’s plan!

SPIDER-MAN VS. DEADPOOL #25, by Robbie Thompson and artist Chris Bachalo, drops on December 27!