Chameleon.Lila has returned to class from her "trip" and quickly continues to charm her classmates through lies, but only Marinette and Adrien know her deceitful nature. The seats in class have been rearranged, so Lila can sit and flirt with Adrien. Marinette confronts Lila, but Lila instead warns Marinette that she will turn everyone against her. Hawk Moth senses Marinette's frustration and isolation; he attempts to akumatize her, but Tikki helps Marinette overcome it. After Adrien calmly tells her to stop lying, Lila storms off and willingly takes the akuma. She becomes "Chameleon", a shape-shifting villain, who can turn into anyone she wants by kissing them, putting them to sleep. Marinette transforms into Ladybug, but finds "Adrien" going crazy. Plagg wakes up the real Adrien who then transforms into Cat Noir before getting kissed again. Ladybug is able to defeat Chameleon. She suggests a truce, and Lila feigns agreement, while Hawk Moth sees Lila would serve a good purpose as she still plans to seek revenge on Ladybug. Back at school, Marinette is about to confront Lila again, but Adrien advises her not to do it, as it will only make things worse. After school, Lila reminds Marinette that she will turn the class against her, though Marinette calmly brushes the comment aside.