Kung Fu Panda 4 introduces Po’s most fearsome opponent yet, The Chameleon, who has a wide array of animal forms to keep track of. Among the more limited cast of Kung Fu Panda 4, the film’s villain stands out due to her unique powerset unlike anything the series has seen before. Utilizing profane sorcery, The Chameleon is capable of stealing the physical appearance and attributes of anyone she sees, later even being able to instantly glean their years of Kung Fu experience by stealing their very chi.

Throughout the film, The Chameleon utilizes a wide array of different stolen animal forms that can be difficult to keep track of. Some of her forms are named Kung Fu masters and returning villains from the Kung Fu Panda series, making her all the more formidable in combat despite her unassuming base form. A few of the bodies she can shapeshift into are also unnamed animals inhabiting the franchise’s creative vision of an animal-populated ancient China. Whatever the case, The Chameleon’s many stolen appearances are used for a great many purposes.

11

Crocodile

An unnamed crime lord in Juniper City

Much of Kung Fu Panda 4 takes place in Juniper City, a thriving metropolitan are full of criminals akin to a medieval Chinese fantasy version of New York City. The area is ruled by a council of crime bosses, who are in turn extorted by The Chameleon. The Chameleon infiltrates the council towards the beginning of the film by disguising herself as one of their members, a crocodile crime boss with a cloudy eye. It’s worth noting that the scaly skin that appears on each of The Chameleon’s forms isn’t as big a giveaway on the fellow reptile.

The Kung Fu Panda series has seen other crocodiles before, most notably Master Croc from Kung Fu Panda 2, voiced by martial arts movie icon Jean-Claude Van Damme. However, the individual The Chameleon seems to have stolen this form from appears to be a different crocodile, with the cataract-clouded eye being a dead giveaway. The Chameleon briefly attempts to use this form once more in combat in a final desperate lunge at Po, only to be struck away by the Staff of Wisdom.

10

Master Elephant

One of The Chameleon’s most fearsome forms

As good as she might be at stealth and subterfuge, part of the benefit of The Chamelon’s powers is the ability to gain the physiology of any animal she copies. Even if she starts the movie unable to unerringly copy her victims’ Kung Fu, being able to possess a naturally stronger and bulkier body certainly has its advantages. To this end, The Chameleon uses the form of a huge elephant multiple times throughout Kung Fu Panda 4.

It’s revealed that The Chameleon actually took this form from none other than Master Elephant, a decorated Kung Fu maser once defeated by Po. The Chameleon summons Master Elephant again after gaining access to the Spirit Realm, coming back to steal his Kung Fu on top of his already formidable body. The Chameleon uses Master Elephant’s body to threaten the Juniper City council and fight off Po and Zhen, though she gets a nasty surprise when Zhen goes for her trunk as a weak spot.

9

Rhino

Possibly a famed Kung Fu Master

One of the briefest forms shown off in The Chameleon’s repertoire is another massive armored mammal, a mighty Rhinoceros. After trapping Po in an enchanted cage and revealing Zhen’s treachery, The Chameleon regales him with her backstory, periodically transforming into other forms to demonstrate her power. One of which is a massive one-horned Rhino, which stalks around the cage before morphing back into the Crocodile, and then Tai Lung.

Since The Chameleon never uses this form in combat, Kung Fu Panda 4 never gives a close look at the exact Rhino individual that she copies. It’s possible this form is taken from Master Thundering Rhino, another venerated Kung Fu legend introduced in Kung Fu Panda 2 famous for fighting with a mighty hammer. Another Rhino is later seen among the individuals The Chameleon abducts from the Spirit Realm, possibly the original owner of this particular body.

8

Master Wolf

A canine martial arts legend

A combat form taken during The Chameleon’s first fight with Po, Master Wolf’s body gives the sorceress a speed advantage on top of some razor-sharp claws and teeth. While grappling with Po over the Staff of Wisdom, The Chameleon briefly shapeshifts into a fierce-looking wolf in an attempt to get the upper hand. She bites the staff itself, but when it doesn’t come loose, she settles for Po’s backside instead, causing him to yelp in pain.

Po recognizes this attack as “Master Wolf’s Fangs of Fury!“, implying that the body she is wearing once belonged to another Kung Fu master. This is Master Wolf’s first on-screen mention in the mainline films, previously only appearing in the short limited series Legend of the Legendary Warrior, which focuses on stories outside of Po. Master Wolf can be seen once more in spirit form towards the end of the film, suggesting that she, like many of The Chameleon’s victims, was killed upon getting his body stolen.

7

Zhen

One of The Chameleon’s most devastating transformations

Even when shapeshifting into a mammalian animal, The Chameleon’s talent for mimicry and knack for stealth make her capable of taking even the great Dragon Warrior off-guard. Once a no-name street urchin, Zhen is a fox thief that forms an unlikely partnership with Po. Though Po is saddened when it turns out she was using him to get to the Staff of Wisdom for The Chameleon, he’s still willing to quickly forgive her when she has a quick change of heart.

Sadly, Po is tricked again when it turns out that it was The Chameleon herself impersonating Zhen offering him an apology. Using the distraction to get close to him, The Chameleon kicks Po off a high wall, using the disguise to get close enough to kill him. While Po ends up surviving the fall, this measure of deciet proves just how dangerous The Chameleon’s disguises can be.

6

Komodo Dragon

The rank-and-file soldiers of The Chameleon’s army

Like many villains in the Kung Fu Panda movies, The Chameleon comes equipped with her own evil army of henchmen. Whereas Shen used an army of mercenary wolves and Kai relied on his jade statues of captured warriors, The Chameleon has a horde of loyal Komodo dragons in her employ. Following The Chameleon due to her power, the Komodo dragons are used to intimidate the townsfolk of Juniper City and chase down escaped warriors like Po.

The Chameleon isn’t above taking the forms of her own staff should the need arise. In her first confrontation with Tai Lung’s spirit, The Chameleon shapeshifts into one of her Komodo dragon soldiers. This allows her to get the drop on him, surprising the fearsome warrior by shifting back into her true form and stealing his martial arts abilities with her newfound power.

5

Tai Lung

One of the most fearsome villains in the series

The original bad guy of the Kung Fu Panda series, Tai Lung is a ferocious snow leopard and one of the single most powerful fighters in the universe. Groomed from a young age to be the Dragon Warior by Master Shifu, Tai Lung honed his skills to a terrifying edge, able to defeat entire armies and escape from a maximum security prison with nothing but a stray goose feather. It’s no wonder Po was so concerned when he heard that Tai Lung had somehow returned.

The Chameleon uses Tai Lung’s body at multiple points throughout the film, intimidating Po and using Lung’s powerful body against him. It isn’t until she’s able to steal the very chi from his spirit that The Chameleon is able to unlock the true might of Tai Lung, nearly overwhelming Po with a re-match versus his first opponent. There’s a good reason that Tai Lung is the very first spirit who The Chameleon attempts to steal Kung Fu from.

4

Lord Shen

The tyrannical peacock warlord

The villain of Kung Fu Panda 2 had some of the biggest impact of any character in the series. The warlord Shen is a power-hungry peacock whose obsession with maintaining control leads him to massacre almost the entirety of the Panda race, including Po’s parents. Played by none other than Gary Oldman, Lord Shen is a particularly cruel and calculating fighter to steal power from.

Though he’s more well-known for supplanting Kung Fu through the use of technology, Shen is no slouch in a fight. Using his elaborate tail feathers to distract and disengage alongside a suite of bladed weapons, Shen is light on his feet and dangerous in a fight, holding off multiple named masters at once in Kung Fu Panda 2. The Chameleon uses Shen and his techniques for her own benefit in a fight against Po, shrouding her actions with his tail feathers before delivering a brutal blow with Kai’s fist.

3

General Kai

Master of Pain, Beast of Vengeance, and Maker of Widows

Even if his name isn’t very well-known by the time of Kung Fu Panda 3, General Kai is a terrifying threat and the original villain to be trapped in the Spirit Realm. A bulky African buffalo, Kai’s mountain of muscle and towering horns make him an imposing figure in physical attributes alone. But it’s his Kung Fu, mastery of chained blades, and ability to turn people into jade puppets that makes him a truly dangerous opponent, and one of Po’s toughest battles.

Kai returns in Kung Fu Panda 4, both in spirit form and as a transformation utilized by The Chameleon. The sorceress combos a distraction from Shen’s feathers into a heavy punch from him during a fight with Po, continuing to unleash a brutal onslaught of heavy attacks from there. There’s no telling how unstoppable The Chameleon would become if she got a hold of his other abilities, as well.

2

The Chimera

A horrific amalgamation of multiple forms

For the penultimate climax of The Chameleon’s fight with Po and Zhen, she realizes that merely swapping between different Kung Fu bodies and styles won’t be enough. Summoning body parts from Master Scorpion, Lord Shen, General Kai, and others, The Chameleon forms a wholly unique body — A chimeric amalgamation of various animal bodies. The spectacle of it all is so intense that it actually impresses Po for a moment, briefly causing him to forget the gravity of the situation.

In this form, The Chameleon is almost kaiju sized, able to drag Po and Zhen around with ease. Its wings are enough to lift her high into the air, and her multiple limbs make for a dangerous melee fighter. Ultimately, Po is able to bring the beast down, making quick work of even The Chameleon’s most creative and terrifying original creation.

1

Po

The Dragon Warrior himself

Realizing that even the combined might and experience of all the warriors she’s absorbed are unable to stand up to Po, The Chameleon changes gears, becoming the only thing that can deal damage to the panda, himself. Taking Po’s body and Kung Fu experience, The Chameleon is seemingly finally able to overwhelm him, throwing his own moves against him. Finally, it seems as though Po is trapped, undone by his own martial arts skill.

It’s left up to Zhen to prove herself as the new Dragon Warrior, finally internalizing the lessons taught to her by her newfound mentor and friend. Defeating Po’s form with the aid of the Staff of Wisdom, Zhen is able to truly earn her nomination. Even if Po was by far the most successful form stolen by The Chameleon in Kung Fu Panda 4, it ultimately couldn’t compare to the teachings of the original model.