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Chameleon 265

Released on August 1, 2019 (Netflix); June 1, 2020 (Disney Channel)

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"I see you've made your decision, Marinette. From now on, you and I are at war. You'll lose your friends and wind up all alone and Adrien will soon be mine!"

"We'll see about that, Lila. We'll see."

Lila and Marinette, "Chameleon"

"Chameleon" is the first episode and the season premiere of Season 3 of Miraculous: Tales of Ladybug & Cat Noir.[4] Its US premiere was on August 1, 2019 on Netflix.[5]


Marinette and Adrien confront Lila with her lies, so she asks Hawk Moth to akumatize her into Chameleon, a new villain determined to destroy Ladybug.[6]

Disney Channel

Lila gets everything she wants from her classmates because of her impaired hearing.


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Lila is back!

Marinette arrives at Miss Bustier's classroom to find that almost everyone has swapped seats, leaving an empty seat beside Adrien. Marinette believes that Alya got everyone to switch seats so that she could sit by Adrien and thanks her. She then wonders if it's such a good idea since she might lose focus and fail her classes. However, Alya reveals that she isn't sitting by Adrien but, rather, in the back row. When she asks why, Nino tells Marinette that it's because "she" has a hearing problem and needs a front-row seat. Marinette wonders who "she" is. Just then, Miss Bustier walks into the classroom and announces that Lila has returned from her trip to Achu and will be joining their class again just as Lila herself enters the classroom and greets everyone. Noticing that a front-row seat has been saved for her, Lila thanks everyone for remembering her hearing problem and sits down. Marinette skeptically asks Lila about her hearing problem, which Lila claims is tinnitus, a constant buzzing in her left ear, caused by the sound of an airplane motor bursting her eardrum when she was saving Jagged Stone's cat. Marinette points out that Jagged Stone's pet is a crocodile, but Lila claims that he used to have a cat before finding out that he was allergic. She then asks Adrien for help in catching up with her schoolwork. Marinette complains to Miss Bustier about having to sit in the back, so Adrien offers his seat to Marinette, which Marinette and Lila both oppose. Lila feigns sadness about her return causing so many problems and says that she'll sit in the back if that's what Marinette really wants. Everyone glares at Marinette, forcing her to sit in the back. Once she takes a seat, Marinette angrily watches as Lila flirts with Adrien.

Hawk Moth senses Marinette's anger and sends an akuma after her. However, before it can infect her, Miss Bustier tells the class to open their textbooks, making Marinette calm down. Hawk Moth senses that Marinette's negative emotions have ceased but is confident that they will emerge again, telling his akuma to be patient. 

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Lila tricks everyone into bringing her lunch for her.

At lunch, everyone gets Lila's food for her because she claims to have a sprained wrist and can't get her own food. Marinette complains about Lila to Alya, saying that Lila made up her hearing problem just so that she can sit next to Adrien and is lying about her sprained wrist, too. Alya doesn't understand why Marinette seems to have it out for Lila, so Marinette decides to tell her everything. She drags her and Nino to a separate table away from the others and talks about Lila when she first came to school. She mentions how everyone had been amazed by her incredible life, but Marinette had found something to be off. Therefore, she spied on her and overheard her say to Adrien that she was friends with Ladybug, calling her a liar. However, Nino finds it uncool that Marinette had been eavesdropping on Lila and Adrien, and Alya asks for proof that Lila doesn't really know Ladybug. Realizing that she can't do so without revealing her secret identity, Marinette decides to prove that Lila is lying about her sprained wrist by throwing a napkin at her. Lila catches it with her "sprained" wrist, revealing that it is not sprained at all. However, Lila covers herself by pretending to be hurt, even more, claiming that she wanted to catch the napkin before it hit Max's eye as she'd seen a man in India gets his eyes gouged out with a napkin. Max is grateful, and everyone else scolds Marinette for hurting Lila further. Lila, however, defends Marinette, saying that she had only been trying to give her a napkin. With that, Marinette is furious and angrily storms off into the restroom, which leaves everyone bewildered.

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Lila threatens Marinette.

Lila follows her and asks Marinette why she doesn't like her, believing it to be because of the new seating arrangement and a desire to sit next to Adrien. She says that it's not worth it to fight over a boy and offers to be her friend and help her with Adrien. Marinette, however, refuses, saying that she'll only be Lila's friend when she stops lying to everyone. She reveals that she is aware that she'd been lying about having tinnitus, her sprained wrist, being in Achu, and being friends with Ladybug. Lila says that she only tells people what they want to hear, which Marinette says is lying. Unconcerned, Lila retorts that there's nothing Marinette can do about it and gives her an ultimatum: be her friend or she'll make her lose all her friends. She gives Marinette until the end of the class to decide her answer and leaves the restroom. Frustrated, Marinette goes inside one of the stalls and complains to Tikki how Lila is even worse than Chloé and fears that if she doesn't expose Lila as a liar soon, she'll turn all of Marinette's friends against her. With her emotions becoming negative again, Hawk Moth sends the akuma back to Marinette just as she starts sobbing. Tikki notices the akuma and alerts Marinette, who fearfully backs away from it.

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Lila gets angry at Adrien.

Lila runs into Adrien in the hallway and asks him to help her catch up on her schoolwork. She also asks him to teach her piano, claiming that her uncle was a famous pianist who'd tried to teach her but had to stop due to arthritis. Adrien says that he's fine with being her friend and helping her catch up but asks Lila not to lie to him like she did about Ladybug. Upset that Adrien thinks she's lying about Ladybug, Lila retorts that Ladybug is the liar, but Adrien encourages Lila to just be honest with him. Lila rebuffs this and angrily storms off.

Chameleon 183

Marinette resists the akuma.

The akuma nearly infects Marinette, but with encouragement from Tikki to remain positive, she is able to prevent the akuma from infecting her. Hawk Moth is surprised that Marinette's negative emotions faded but isn't upset as he senses something else. Marinette realizes that she must purify the akuma before it akumatizes someone and transforms into Ladybug. Meanwhile, Lila spots the akuma and allows it to infect her earring. She introduces herself to Hawk Moth and promises to get him Ladybug and Cat Noir's Miraculouses if he gives her powers. Hawk Moth agrees and turns Lila into Chameleon. 

Chameleon goes to Adrien and apologizes for the way she acted earlier, promising not to lie anymore and asks him to make peace with her. She then kisses his cheek, taking on his appearance and making him fall asleep. She stuffs Adrien inside his locker and leaves. Once she's gone, Plagg expresses concern for Adrien.

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Chameleon takes Adrien's appearance.


Chameleon, still with Adrien's appearance, goes up to Alya and Nino and insults the latter, taking his cap from him, and rushes off. Ladybug watches all this unfold and follows Chameleon, who jumps on top of several high buildings and in front of a bus, causing it to swerve off the road and nearly hit a woman with her baby. Thankfully, Ladybug saves them just in time. She then follows Chameleon to the top of the Eiffel Tower, who pretends to be Adrien about to fall off. Ladybug catches Chameleon, who attempts to "thank" Ladybug with a kiss. However, Ladybug is aware that it's not really Adrien, and Chameleon admits this to be true. She fights Ladybug and tries to kiss her, but Ladybug is able to dodge her attacks. She believes the akuma to be in the cap Chameleon is wearing and rips it, but nothing comes out. She then looks up and finds that Chameleon is gone, much to her frustration. 

Plagg wonders what could possibly wake Adrien up from his enchanted sleep. He fears that a kiss may be the answer and reluctantly prepares to kiss Adrien. However, Adrien wakes up before Plagg does so. Plagg explains how Lila had put Adrien to sleep, and Adrien realizes that Lila must've been reakumatized. He transforms into Cat Noir and takes off. 

Chameleon 344

Chameleon takes Cat Noir's form.

Ladybug searches for Chameleon as a woman looks for her son. A young boy appears and tells Ladybug that he saw the supervillain go to the merry-go-round. Ladybug thanks him for his help but warns him to get away. However, unbeknownst to her, the young boy is a shapeshifted Chameleon, and the real boy is asleep inside the merry-go-round. The boy's mother then appears and thanks Ladybug for finding Quentin, much to her confusion. Chameleon jumps towards Ladybug and prepares to kiss her, but before she does, Cat Noir jumps in front of her and takes the hit instead. Now with Cat Noir's appearance, Chameleon calls on Cataclysm and attempts to use it on Ladybug, but Ladybug dodges this and her attempts to kiss her. She takes off to the Eiffel Tower. Hawk Moth orders Chameleon to grab Cat Noir's Miraculous, but Chameleon says that she wants to get Ladybug's first and follows the hero to the top of the Eiffel Tower. Ladybug calls on her Lucky Charm and receives a T-shirt, which Chameleon mocks. She then pins down Ladybug and tries once again to kiss her, but Ladybug holds her back and looks around for a plan. She spots a waitress, an oyster shucker, and an oyster and comes up with an idea. She tricks Chameleon into using Cataclysm on the ground below them, causing them to fall where a selection of seafood is served. Chameleon prepares to kiss Ladybug, but Ladybug grabs an oyster and puts it in front of Chameleon's mouth, causing her to take on its form and making Cat Noir wake up. He joins Ladybug on the Eiffel Tower and congratulates her on a job well done, though he points out that they must still find the akumatized object. Ladybug gives the waitress Chameleon and the T-shirt, and she opens the oyster with the oyster shucker, revealing a black pearl inside it. Ladybug breaks the pearl, purifies the akuma, and returns everything to normal. 

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The waitress pries Chameleon, now in the form of an oyster, open.

Ladybug is surprised to learn that Chameleon was Lila and says that at least now Lila can truthfully say that Ladybug saved her life. She offers her a truce, which Lila accepts and thanks Ladybug, saying that she'd be honored to be her friend. Ladybug advises Lila to stop lying and be honest with others, which Lila promises to do from now on. However, when Ladybug and Cat Noir leave, Lila makes a face that makes it clear that she has no intention of listening to Ladybug and still holds a grudge against her. Hawk Moth senses this and is confident that Lila's feelings about Ladybug will serve his purpose one day. 

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Adrien convinces Marinette to leave Lila alone.

Later at school, Lila tells her classmates that Ladybug saved her life and still refers to her as her close friend. Max asks Lila if the tinnitus gave her vertigo when she went up the Eiffel Tower, which Lila claims was not the case since Ladybug gave her an earplug to stick in her right ear. Marinette, who was angrily listening to everything, notes how Lila had said in the morning that the buzzing was in her left ear and prepares to call Lila out for it. However, Adrien convinces her not to, as exposing her would only make things worse, and as long as the two of them knew the truth, it didn't really matter. 

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Alya decides to sit next to Marinette again.

Marinette sits at the back of the class, and Adrien decides to join her, even congratulating her for taking the high road. Marinette reminds herself to stay focused but unintentionally zones out and misses Miss Bustier calling out her name for attendance. Miss Bustier makes Marinette sit in the front next to Lila as a result, but Lila then claims that Ladybug cured her tinnitus and no longer needs a front-row seat, so she sits in the back next to Adrien. However, this creates a domino effect and prompts several other students to want to swap seats, too, and soon everyone is sitting in their original seats, with Lila sitting next to Nathaniel

After school, Lila confronts Marinette, saying that she's made her choice and that from now on, the two of them are at war. She vows to make Marinette lose all her friends and make Adrien hers. Marinette remains unfazed, however, and tells Lila that they'll see about that before walking away. Lila walks away as well in a huff.


Major characters

Minor characters


  • Marinette holding a croissant in her mouth while being late for school is a reference to a common anime trope where characters often carry a slice of toast in their mouth when they are late for school.
    • This can also be seen in the opening theme for each episode.
  • Lila is akumatized a fourth time. However, unlike with her previous akumatizations, Lila doesn't get akumatized into Volpina, but instead into a new villain, Chameleon.
  • Hawk Moth tries to akumatize Marinette again, having previously tried to in "Zombizou".
    • Coincidentally, both "back up" villains' powers rely on kissing their target.
  • Lila is akumatized voluntarily, like Gabriel in "The Collector" and Nathalie in "Catalyst", but she is the first person to physically grab the akuma and direct it to a determined object.
    • She introduces herself and tells her plan to Hawk Moth instead of the other way around.
  • Scenes from "Volpina" are reused.
  • This episode shows Cat Noir being impersonated by an akumatized villain for the second time, with Copycat being the first to do so.
  • Just like in "Volpina", Hawk Moth hints that he may use Lila again for his evil plans.
  • Ladybug tries to destroy Chameleon's exact copy of Cat Noir's staff with her leg, but it only splits in half in the same manner as he already had done in the past.
  • Ladybug mistakes an object for the akumatized one, believing it to be Nino's cap when it actually is Lila's earring, which happened previously for her in "Antibug" with Sabrina's brooch.
  • When Ladybug saves the pedestrians from a bus, the baby in the stroller uses August's character model.
    • The bus still bears the advertisement for the KIDZ+ weather girl competition from "Stormy Weather".
  • At the base of the Eiffel Tower, a man is seen giving a balloon to a recolored version of Manon Chamack's character model.
  • Marinette and Adrien are the only people who know the truth about Lila and her lies.
  • Six students do not change seats to accommodate Lila in the beginning: Adrien, Chloé, Sabrina, Mylène, Max, and Kim, all of whom except Adrien have the same seats the entire episode.
    • Lila ultimately winds up seated next to Nathaniel.
  • The Miraculous Secrets webisode "Lila" takes place right after this episode, given that Marinette is seen writing about the titular character's return to school in her diary.
  • Lila told several new stories assumed/confirmed to be lies listed below
    • Lila has tinnitus
    • She sprained her arm
    • Lila once saw a guy in India get his eye gouged out by a napkin
    • Her uncle taught her to play the piano
    • Jagged Stone had a cat Lila saved before finding out he was allergic.
    • Lila caught tinnitus as a result of saving Jagged Stone's cat.
    • Lila didn't experience vertigo when going up the Eiffel Tower because Ladybug gave her an earplug for her right ear even though her tinnitus was supposedly in her left ear.
  • Marinette states that Lila came to their scool after the Summer Break, which implies that "Volpina" and "The Collector" take place in September.
    • This, however, is probably a dubbing error, as Seasons 1, 2, and 3 happen during the same school year, and Santa Claws happens before all Season 2 episodes, which would imply that "The Collector" (and "Volpina") happen after Christmas.
      • It's possible that Lila came after the Christmas Break, and joined the class later that school year.


  • When Lila first enters the classroom, she has no bag but suddenly acquires one when she sits down at her desk and puts her bag on top of it. When Adrien offers to sit in the back, the bag disappears. After Lila feigns sadness about causing so much trouble, the bag reappears.
    • Lila also has a different bag from the one she had in “Volpina” and in later episodes.
  • From the time she arrives at school to when she sits in her new seat, Marinette's black purse strap goes back and forth from being under her pink backpack strap to being over her strap.
    • This happens once at the end of the episode as well.
  • When the class gets mad at Marinette, Adrien is mad as well, which was confirmed to be an animation error.[7]
    • In the same shot, Nino's tablet disappears from his desk.
    • The blue and yellow backpacks next to Alix and Kim disappear (reappearing in the next shot).
  • When Marinette sits at her desk and looks at Lila and Adrien, the shot zooming in on Lila shows the desk unoccupied.
  • In the cafeteria, Nathaniel is first shown to be sitting alone. In the next shot, he is sitting on the other side of the table with another person.
  • When Marinette sits down in the cafeteria, there is a background character to her left. After the flashback from "Volpina", the same extra changes hair color, skin color, and clothes.
  • Ladybug's suit has no reflections when she's in the restroom.
  • In one frame when Ladybug pounces away after Chameleon runs off while Ladybug rips Nino's cap, her pigtails disappear.
  • When the students return to their classroom at the end of the episode, Marinette's pink backback is seen on the floor in the inner aisle. After Marinette returns to her seat, she does not take her backpack with her. When Marinette is asked to move back to the front, her backpack is in the outer aisle.
    • Marinette's tablet also appears on her desk.
  • Toward the end of the episode, the various students switching back to their old seats include Max being heard requesting to move and shown standing up, even though his seat location had never changed.


MLB 301 - Chameleon - Title Thumbnail
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ve Episodes
Season 1
The BubblerMr. PigeonStormy WeatherTimebreakerCopycatThe PharaohLady WifiThe EvillustratorRogercopDark CupidHorrificatorDarkbladeThe MimePrincess FragranceLadybug & Cat NoirStoneheartAnimanSimon SaysPixelatorGuitar VillainKung FoodGamerReflektaThe PuppeteerAntibugVolpina
Season 2
Santa ClawsThe CollectorPrime QueenDespair BearRiposteBefanaRobostusThe Dark OwlGigantitanGlaciatorSapotisGorizillaCaptain HardrockFrightningaleSyrenZombizouFrozerStyle QueenTroublemakerQueen WaspReverserAnansiMalediktatorSandboyCatalystMayura
Season 3
ChameleonAnimaestroBakerixBackwarderGamer 2.0WeredadSilencerOni-ChanMiraculerOblivioParty CrasherChristmasterThe Puppeteer 2Stormy Weather 2KwamibusterFeastReflekdollIkari GozenDesperadaStartrainTimetaggerCat BlancFélixLadybugHeart HunterMiracle Queen
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