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Sunday, April 27, 2014

Episode Spotlight: "The Chameleon" (4/27/1964)

“The Chameleon”
Season 1, Episode 31
Originally aired 4/27/1964

An unidentified flying saucer has crash-landed in an unspecified forested canyon in the US. The military has already lost a platoon of men who attempted to engage the ship’s occupants, and they’ve spent an indeterminate amount of time waiting for the aliens to make their next move. The intelligence community proposes a rather unorthodox plan: using a sample of the alien’s DNA (recovered from one of the soldiers’ bodies), they’ll genetically modify a human subject to become one of them and infiltrate their group.

Retired deep cover agent (and occasional assassin) Louis Mace is brought out of retirement to endure the transformation, which uses super-sonic sound to rewrite his DNA from the ground up. He volunteers without hesitation.

After Mace is successfully transformed, he is dropped in the forest a short distance from the ship. He enters the craft without incident and, using a concealed camera, transmits images and sounds back to headquarters. The actual aliens --- two benign and decidedly non-hostile chaps --- capture him with a force bubble and quickly deduce that he's a fake. He wins them over by accurately describing the various pieces of equipment on the ship, a sign that his revamped DNA is informed by genetic memory.

The aliens don't hesitate to offer Mace a new life on their planet; however, at first opportunity, Mace grabs their sole weapon and promptly kills one of them. The other ditches the ship and makes a run for it. Mace overtakes him but, before he pulls the trigger again, realizes that he is merely proving mankind’s destructive tendencies. He asks if the offer of a new life is still good. “It’s a long journey to my planet,” the alien gingerly replies. “It would be better to make it with a friend.”

The teleplay for “The Chameleon," which aired fifty years ago tonight, was written by Robert Towne, with input from associate producer/story consultant Lou Morheim and producer Joseph Stefano. Towne wrote (and acted in) Roger Corman’s 1960 film The Last Woman on Earth, which starred TOL alum Betsy Jones-Moreland (“The Mutant”); he also took on multiple roles in Corman’s Creature from the Haunted Sea in 1961 (another Jones-Moreland vehicle). Neither is particularly impressive, I’ll grant you, but Towne did write Chinatown, which gives him automatic legend status.

If I have a complaint about Towne’s script, it concerns the familiarity of it. It’s essentially a mash-up of themes and story devices already explored in the series, most obviously the transformation of a human being into an alien ("The Architects of Fear") and the Bellero-like shield used by the aliens to immobilize Mace; there’s also that overarching idea that extraterrestrials could be peace lovers and Earthlings could be the warmongers. It certainly feels like we've seen it all before but, the more I think about it, the less it bothers me. Since next week’s “The Forms of Things Unknown” was actually intended as the pilot for a different series (and as such doesn’t feel much like an Outer Limits), “The Chameleon” is, for all intents and purposes, the final production of the Leslie Stevens-Joseph Stefano regime. Viewed in that light, the episode feels less like a retread and more like an affectionate overview of what’s come before, a celebration of the brilliant (often audaciously so) concepts and stories that continue to haunt and inspire fans of intelligent science fiction and horror half a century later.

This week’s proceedings are headed up by Gerd Oswald, unarguably the Grand Poobah of Outer Limits-directing with a whopping fourteen episodes under his belt. Oswald’s other genre credits include two Star Treks (“The Conscience of the King” and “The Alternative Factor”) and two segments of the 80’s Twilight Zone revival series (“The Star” and “The Beacon”; the latter featured TOL alum Martin Landau). “The Chameleon,” for all its charms, isn’t one of the more interesting episodes to behold. Don’t get me wrong--- there’s nothing expressly wrong with the production, but it’s not terribly stylish. The same can be said of DOP Kenneth Peach’s photography… it all works fine, but there’s little of that Outer Limits sparkle. Am I making sense here? I wouldn’t even call it visually boring…. just workmanlike. It looks and feels particularly prosaic when compared with next week’s “The Forms of Things Unknown,” another Oswald effort photographed by the legendary Conrad Hall (his final contribution to the series).  

Robert Duvall is quite good as Mace, so good in fact that apparently Daystar felt his was the only name that deserved to appear at the top of act one (where we usually see three or four names). His performance here is a nice contrast with the one he’ll turn in for season two’s “The Inheritors”: here he becomes an alien who voluntarily leaves for a “warm, yellow planet”; there he’ll play a government agent trying to stop four fugitives from doing the exact same thing… to another far-off and benevolent world. 

The “Chameleon” aliens are charming and delightful. Their faces just look… well, happy. It’s not surprising at all that Mace’s first act as an alien is to giggle; we initially assume it’s a chemical side effect, but it becomes apparent that it’s actually a reaction to his dawning genetic awareness. This species --- the name of which we never learn --- is gentle and friendly, and very probably good-humored. Mace is likely giggling at the irony of it all, that the military’s xenophobic fear that led to his genetic rebirth was completely unfounded.

The dead recon soldiers are described as having been “all but disintegrated"; however, the rifle inside the ship (used by Mace to kill one of the aliens) emits a deadly gas that doesn’t appear to burn its victim at all. It’s fairly safe to assume that the same weapon was used on the soldiers (and at a similarly close range), since one of the dead soldiers got close enough to get the aliens’ genetic material under his nails. In any event, it’s refreshing to see someone dispatched by an alien weapon that doesn’t disintegrate them, which is almost invariably how alien weapons work on this show.

The aliens are yet another species that wears clothing but opts not to utilize footwear of any kind. In 31 episodes, I can count the number of alien races who don’t walk around barefoot on one hand.* And while we’re talking about wardrobe matters, these aliens wear medallions similar to the one worn by the Empyrian in “Second Chance”; yet another example of how forward-thinking The Outer Limits was (one wonders if 70’s disco fashion was inspired by the show).

Is it just me, or does the ornate cylindrical mechanism at the ship’s center (presumably some sort of navigation device, like the glass globe at the center of the ship in Forbidden Planet) look like a giant hookah pipe? It makes me wonder if the smoke that emanates from their weapon isn’t so much deadly as… well, chill-inducing. I can definitely see these cats getting their toke on whilst pondering the awe and mystery of the universe.

How long has the alien ship been stranded on Earth? When the episode starts, the army guys have already been dispatched and the army has made repeated attempts to coax the aliens out. We can gather that it’s been at least a few days or so since they touched down. Going forward, Mace is located in Mexico, brought back to the US, is briefed on the mission, got transformed into an alien, and dropped off in the forest to commence his infiltration of the ship. This has gotta equal several more days, perhaps even a week or two. How severe is the damage to the aliens’ ship that it takes this long to fix? The ship’s structure seems intact, so it’s really just engine trouble keeping the aliens grounded. I find it highly unlikely that the military would sit on its haunches for a couple of weeks without at least sending in a second round of soldiers; in fact, I think their relative lack of action softens the whole "humans as aggressors" point the episode is striving to make.


“The Chameleon” is the final stock-scored episode of the first season, which means this is the last time the series will fall back on familiar and beloved library cues by composer and production executive Dominic Frontiere (next week’s “The Forms of Things Unknown” features an original Frontiere score… which will be his last for the series).The bits tracked in this week include:

TOL Signature Loop, Andro #10, Son’s Son of 89 (Grooms with Guns/Chase) 
Double Vision (from “The Architects of Fear”)
Time Loops (from “Controlled Experiment”)
Phone Call, It’s Here, The Key, Escape (from “The Human Factor”)
The Price of Freedom, Upstairs, Bride Be Gone, Zapped Into Box (from “Don’t Open Till Doomsday”)

Since we’ve been dealing with stock-scored episodes over the last few months, I haven’t been plugging La La Land Records’ stellar Outer Limits soundtrack set, which is priced to move at $15.98 plus shipping. It includes the majority of Frontiere’s compositions for the series (all that survives, reportedly), comprising three discs’ worth of audio brilliance. Simply put, you must have it.


Robert Duvall is excellent as Louis Mace; he’ll also shine in next season’s two-part “The Inheritors.” He first worked for Daystar Productions in the “Joby” episode of their pre-TOL series Stoney Burke and, around the same time (early 1963), starred in “Miniature” over on The Twilight Zone. Genre fans may also recall his star turn in George Lucas’s 1971 pre-Star Wars dystopian-future classic THX: 1138 (which co-starred TOL alum Donald Pleasance).

Intelligence bigwig Leon Chambers is played by Howard Caine in his only Outer Limits role. Other genre credits on Caine’s résumé include appearances on The Twilight Zone (“He’s Alive,” which also guest-starred TOL alum Curt Conway), Alfred Hitchcock Presents (“Mrs. Bixby and the Colonel’s Coat” and “You Can’t Be a Little Girl All Your Life”) and The Alfred Hitchcock Hour (“Thou Still Unravished Bride,” which also features TOL alums Sally Kellerman, Kent Smith and Ben Wright).

Douglas Henderson (Dr. Tillyard) seems familiar because he was Dr. Paul Fredericks in “The Architects of Fear” (where he also transformed a human into an alien); he'll return for “Behold Eck!” next season. He can also be seen in two episodes of The Invaders (“Quantity: Unknown” and “The Captive”) and one Alfred Hitchcock Hour (“Diagnosis: Danger”). He also played a Staff Sergeant in 1953’s big screen adaptation of H.G. Wells’ The War of the Worlds, which was directed by TOL vet Byron Haskin.

General Crawford is played by Henry Brandon in his only Outer Limits appearance. Crawford’s other genre work includes one-offs on Suspense, Lights Out, Kolchak: The Night Stalker (“The Trevi Collection,” which also guest-starred TOL alum Nina Foch) and Rod Serling’s Night Gallery (“The Doll of Death”). Like Douglas Henderson, Crawford can also be spotted in the aforementioned The War of the Worlds (he plays an unnamed police officer at the crash site).

Roy Jensen plays the unnamed pistol-packin’ tough guy whom Mace strangles in Mexico in act one. His other genre roles include appearances on The Invaders (“The Mutation”), Star Trek (“The Omega Glory”), and three gigs on I Spy, a series headlined by TOL leading man Robert Culp (“It’s All Done with Mirrors”, “Magic Mirror,” and “Tag, You’re It”). Oh, and he also appeared in 1974's Chinatown, written by this episode's scribe Robert Towne.

Jensen (right) with Outer Limits alum James Frawley

Alien #1 is played by William O’Connell, whose genre credits include a Twilight Zone (“Cavender is Coming”) and an Alfred Hitchcock Hour (“Off Season”); you’ll also find him playing Thelev the Andorian in Star Trek’s “Journey to Babel.” Alien #2 is played by stuntman and Olympic Gold Medalist Dean Smith, who will provide stunt double work for Robert Culp in season two’s “Demon with a Glass Hand.”


“The Chameleon” didn’t receive a VHS release until 1991, making it one of the last episodes to hit retail stores (meaning I didn’t own it, since my collecting ground to a halt about halfway in; detailed here). It appeared on the very first VHS volume in Columbia House’s exclusive mail order club, smartly paired with a feature-length edit of the second season two-parter “The Inheritors,” which also starred Robert Duvall, making it a Duvall double (or triple, depending on your level of purism) feature.

In the digital realm, “The Chameleon” appeared on the inaugural LaserDisc volume in 1990, which means the Platterheads actually got something before the Tapeheads for a change. However, this particular collection also included season two’s disappointing “Cold Hands, Warm Heart” (which was also unavailable on tape at that point), which sours that victory a bit. And of course, the Platterheads ultimately lost altogether when the LD sets dried up after four volumes, 21 episodes shy of completion.

And then the DVD format came along in 1997 and, by 2003, both VHS and LaserDisc had been rendered obsolete.  The first season of The Outer Limits was released in 2002 (season two followed in 2003). Subsequent DVD releases in 2007 and 2008 were simple repackagings of the original DVD sets, which means that it’s been about 12 years since MGM has legitimately revisited the series for home video.

That is, unless they count making the entire series available for streaming via Hulu as a revisiting… which they damn well shouldn’t, since the streams are identical to the DVDs (meaning no restoration or remastering has occurred). I really can’t complain too much, since they’re free to watch and all, but the lack of The Outer Limits in high definition (on Blu-ray or otherwise) continues to piss me off.


Well, this is weird. “The Chameleon” was allocated three spots in Topps’ 1964 Monsters from Outer Limits trading card series… or is it six? The backstory of cards 24-26 involves an all-out war between Earth and Mercury; the “Chameleon” aliens are the Mercurians here. Now, here’s where it gets a bit wacky: the story continues through cards 27-29, but the Mercurians are now inexplicably played by the aliens from season two’s “Keeper of the Purple Twilight”! There’s certainly some similarity in the facial design of both species (mostly in the gill-like slits found on the “Chameleon” aliens’ foreheads and in the nose-mouth region on the “Purple Twilight” aliens); so I dunno, maybe they’re supposed to represent two different Mercurian races. Your guess is as good as mine.


It’s a goddamned shame that Sideshow Collectibles never made an action figure of Mace in his alien form (the same can be said of most Outer Limits aliens and monsters, since the line only covered a meager six episodes). This leaves the model kit industry to step in and pick up some of the slack which, happily, they have.

You can have your own post-op Mace in the form of a 1/8-scale resin/metal model kit from Dimensional Designs (DD/OL/MA-18). It’s a nice sculpt by Chris Choin, and it’ll set you back $59.95 plus shipping. Here's Mr. Enamel's completed specimen:

There’s another “Chameleon”-based resin model kit out there, courtesy of Saturn Ltd., which you can obtain from Monsters in Motion. This one’s a bit bigger (1/6-scale; 14” tall) and a lot more expensive ($139.99 plus shipping). It’s hard to compare them without more pictures, but the Saturn offering’s face looks a bit cartoonish to me. I think I prefer Choin’s rendering.


"The Chameleon" marks the end of an era. We've still got one more Stevens-Stefano episode to go, but it features no aliens or monsters, the true hallmark of the series. Season two will certainly have its share of such creatures, but things just won't be the same under the new management. Cherish this one, kids, and as those end credits roll, cast a look back at the 30 wonderful episodes that came before. Even those less-brilliant efforts still contained that ineffable spark of Outer Limits genius.

* Don’t believe me? Here goes: Andy the Andromedan, the Ebonites, the Empyrian and the Bifrost Alien all wear shoes… and that’s it, a whopping four. I’m not counting the Martians in “Controlled Experiment” because they’re merely wearing earth clothing to blend in; it’s probable that their native wardrobe doesn’t include Hush Puppies or Florsheims, but they may still wear shoes of some kind. We don’t know, so I won’t count it. Every other alien in season one (those that have feet to begin with) is barefoot.


  1. Were they Zanti feet and hands or just feet or just hands or...what? They were barehanded? Barefooted?

  2. "The Chameleon" is a fine story with a terrific performance by Robert Duvall. I'm not sure what "The Chameleon" would be like without the rock-solid Duvall, but thankfully we don't have to worry.

    The alien spacecraft is not convincing as it is a little too small and inside looks a bit too much like the back room of a TV repair shop. The alien facial makeup give the aliens a unique appearance (as is nearly always the case with The Outer Limits), the actor's mouths free to add expressions. The scaly hands of the aliens make little sense as there would be no dexterity possible and they are big and clumsy compared to the basically slight build of the aliens.

    The transformation of Mace into an alien is not the best, but Duvall's alien giggle is very effective and signals behavior not expected by the doctor. The character of Leon Chambers, the "government man", seems miscast. Howard Caine plays Chambers but Caine is a portly little man who hardly fits the image normally reserved for government authorities.

    This episode ends up being a small story of a man in search of a purpose for himself and is enjoyable in large part to Duvall's performance.

    And I pretty much had a personal spit-take when I saw "Jazz Hands!". I'd write more but I have to find some paper towels...

  3. This is one of the 5 or so episodes I recall well from my youth. Saw them all when they first ran. Yes, I'm old now... So I've always liked this one. Not the best, but far from the worst of 1st season shows. I liked the alien makeup here.

  4. Always liked this episode, principally due to Duvall. Douglas Henderson has a fairly important supporting role in The (original) Manchurian Candidate, while Berlin-born Henry Brandon plays that ultra-meanie Barnaby in Babes in Toyland (the one with Messrs Laurel and Hardy) at the ripe old age of 22 or thereabouts.

  5. Pretty solid episode, due in large part to an excellent performance by Robert Duvall.

    I was rolling my eyes at the basic premise as the story began, but I quickly set aside my reservations and became involved in the plot, wanting to see how it all turned out. Oh sure, there are a few nit-picks. The alien ship (as so often happens on this show) is much too tiny, and the alien masks are a bit clumsy. But rather than dissecting the episode further, I’ll just say I enjoyed the story overall.

    Boy, those aliens certainly were friendly: Mace kills one of them, and the other is willing to instantly forgive him and take him back to his planet.

  6. They all have scaly hands their not using the right kind of hand lotion