I wanted to evoke the original Ditko version of Chameleon from when he was a 'master of disguise' as opposed to the shape-shifter he is now, I also wanted to use that ML body that Chameleon came with for Hammerhead instead (although I've been having my doubts)! I'd had the goggles in a fodder box (I think from DCUC Starman?) & decided that Phantom Stranger's black suit with gloves & turtleneck would make a good fit for a more 60's style and make him look a little more impressive. Gave him the loose Spider-Man mask as a prop & ended up with a very VERY simple custom that I'm quite happy with it.