It was Friendship Day in Petropolis. Almost everyone was out having fun either playing with their friends or making new ones. There was also a carnival going on in the park.

Not all could have the day off. Holidays like this meant a risk of criminals causing mischief or taking advantage of the celebrations to steal things. So obviously T.U.F.F. was still working. To make up for not going to the carnival though Chief (who was among the ones who wanted to go badly) allowed his agents to have fun at headquarters as long as the alarms were kept on. Agents could enjoy funny videos online or have fun in the break rooms. Also some agents who were good at cooking were making some goodies to have after lunch.

Two of the agents were having fun in the training room however: Dudley and Ace Puppy. They were playing fetch with each other. It's pretty much like playing catch but with dog toys.

"Get it dad!" Ace tossed the rubber bone they were playing with.

"I got it!" Dudley laughed before leaping up and catching the bone.

Kitty then showed up.

"I know you two are having fun, but I was wondering if Ace wanted to take a break and have fun with Dot at the carnival." She said.

"Aw mom, I love working here." Ace frowned.

"I know, but remember the fun you and Dot used to have every year on this holiday?" Kitty said.

"Besides, you can be on patrol at the same time." Dudley suggested.

"Okay, you have a point there." Ace shrugged. "Let's see...Dot said she was going to be busy sorting through those donations she got for the poor...she's probably on her way to the bus stop that's nearest to our house now, I'll meet her there."

And so, Ace left for that bus stop.

It turns out he was right, Dot was on her way to the bus stop. She didn't expect to see a green lizard wearing a black suit sobbing there though.

"Excuse me, are you all right?" She asked.

Startled, the lizard looked up and stared at her.

"Kitty Katswell?" He said.

"No that's my mom...oh you must be the Chameleon." Dot realized.

You see Dot never really met the criminals before, not even the ones T.U.F.F. frequently went after. Since she's not into catching badguys she decided to just stay away from the subject entirely.

"Oh yeah, I heard Kitty and Dudley had kids...I know your brother a little too well." Chameleon winced.

"Not surprised." Dot smiled. "So why were you crying?"

"Oh, it's because of this day." Chameleon frowned. "I always hated this day, it reminds me that I don't have any friends."

"Well badguys usually don't have friends." Dot pointed out.

"I mean before I became a badguy." Chameleon sighed.

Dot was shocked.

"Wait a minute, you mean you've never had a friend in your life?" She asked.

"No, not one. Most people find me too weird."

"Because of your eyes I'm guessing. Well all chameleons have eyes like that." Dot shrugged.

"I know, but other people still can't look past it."

"Well I can. Maybe I can be your friend." Dot smiled.

Chameleon stared at her again.

"Really?" He said with both hope and disbelief.

"Sure...you'll have to reform first though. If nothing else I don't want to offend the rest of my family."

"Understandable-"

"Dot look out!"

"Speaking of your brother." Chameleon facepalmed.

Sure enough Ace kicked Chameleon right off the bench.

"Ace stop!" Dot cried.

Ace froze before he could punch Chameleon.

"Geez, we were just talking!" Dot frowned. "You're just as impulsive as dad was."

Yeah Dudley eventually learned to think before acting. Took him a while but Kitty constantly yelling at him about a mistake (or two...two-hundred that is) helped him learn.

"But sis, this guy nearly killed our mom countless times and even our dad many times!" Ace protested.

"Yeah well at the moment he's too sad to do anything evil." Dot crossed her arms. "He's never had a friend in his life so I'm betting that his past actions were just him lashing out about that."

Chameleon nodded rapidly, desperately hoping that Ace would listen to Dot and let him go. Ace having inherited Dudley's strength and Kitty's skills meant that he could pack a really painful punch...

Ace dropped Chameleon.

"'In his life'?" He was surprised. "Not even the other criminals."

"Nope." Chameleon quickly said.

"Huh..." Ace obviously wasn't expecting this. "Didn't you try to make a friend?"

"Of course I did, loads of times." Chameleon frowned; he then pulled out a book called The Very Lonely Lizard. "I tried the beach, the mall, and other places but I always got arrested for loitering or shoplifting or something else. Eventually I decided that if I was going to get constantly arrested then I might as well get arrested for bigger crimes."

"Oh." Ace felt a bit awkward, this was the first time he was near a badguy and couldn't beat him up.

"Anyway, I had just offered to be Chameleon's friend before you interrupted us." Dot continued. "But he'll have to reform first, for obvious reasons."

"Heh, if he ever will." Ace shook his head. "He's been a badguy for years and bad habits are hard to break."

"You would know about that one." Dot smirked.

Ace glared at her.

"I'm sure he can reform if given the chance and some help." Dot said. "What do you say Ace?"

"What? Me help a badguy, even if it's to get him to reform? No thank you." Ace shook his head.

"Ace I can't do this alone..." Dot then smirked mischievously. "Well if you don't help then I could just show everyone at T.U.F.F this photo I took of you behind our house doing you-know-what."

Ace turned red with fury.

"Darn you-" He growled and then sighed defeatedly. "Okay fine, you win."

"Great!" Dot grinned. "Now first thing: we take Chameleon to the carnival and help him have fun honestly and legally."

"Okay...I just hope I don't regret this." Ace muttered.

"You'd really do that for me?" Chameleon spoke up, having already gotten up.

"Sure." Dot smiled. "We'll start with the carnival and work our way up. Maybe this'll help you make other friends too."

Chameleon beamed, but Ace just scoffed.

Once the bus came they took it to the carnival (Dot paid for Chameleon, who had originally planned to use his morphing powers to sneak into the bus). Dot and Ace escorted Chameleon around the carnival and taught him how to play the games without cheating. They did get strange looks, but most of the people figured that Ace was just letting Chameleon have fun in the spirit of the holiday.

They day ended and Dot and Chameleon were laughing. Ace had lightened up too by this point, but still didn't trust Chameleon.

"That was a lot of fun." Chameleon admitted. "Even more fun than being a badguy."

"See? Being a goodguy has loads of advantages." Dot smiled.

"I guess reforming won't be so bad...but I have no other way to get money." Chameleon sighed.

"Don't look at me, I'm not loaning you anything." Ace said.

"No one's expecting you to." Dot smirked before turning back to Chameleon. "How about you just work with me? You can help me sort through donations I collect for the poor. I can pay you part-time for it."

"But how do you earn money collecting donations? Besides taking a portion of the donations." Chameleon asked.

"The donations I collect I sell to discount stores and such." Dot explained. "I don't get a lot of money from it, but it's enough to live on if you're not the extravagant type."

"Well, I don't get a lot of money all the time so I've never really bought anything that expensive before." Chameleon shrugged. "Apart from this one time where Snaptrap, Birdbrain, and I were all really rich...your dad was having trouble being on time at the time."

"Oh yeah, mom told us about that...thank goodness he got it together eventually." Ace remembered.

"Well the three of us weren't exactly that thankful..." Chameleon muttered. "Although I was slightly thankful...when I lost all that money I found out that my girlfriend was just a money-grabber. If it hadn't been for your dad I probably would've ended up in a loveless marriage."

"Sheesh." Dot winced disapprovingly. "Sometimes I don't know who's worse: the badguys with some morals or the goodguys with major flaws."

"Yeah even I have to admit that ex-girlfriend of yours sounds really bad." Ace nodded.

"Oh well...maybe someday I'll find the right one. Maybe." Chameleon sighed.

"Don't give up, remember we've just started." Dot smiled. "Give it some time and you might find yourself with a lot of friends."

"Thanks." Chameleon smiled. "I really do appreciate this."

"Say, since we're on speaking terms there's something I've really been wanting to ask you." Ace said. "Mom and dad told us that you tried to kill mom countless times, yet you don't seem to be trying that anymore. What stopped you?"

"Your dad." Chameleon explained. "One time many years ago I was about to drown your mother and Dudley just snapped and beat me up enough to send me to the hospital. I decided to quit trying to kill Kitty after that since I didn't want to end up at a morgue next."

"Huh, maybe dad had fallen in love with mom at that point." Dot considered.

"Maybe." Ace agreed.

Some weeks passed. Chameleon started to get used to being a goodguy, but was still having trouble. Now and then he'd relapse, but no matter how often this happened Dot was willing to give him another chance. Chameleon was very grateful, and to show his appreciation he stopped fighting Dudley, Kitty, and Ace. Other agents he'd fight but when one of Dot's relatives stepped in he'd back down.

Dudley and Kitty learned about all this not long after Dot and Chameleon first started. They weren't sure it was a good idea, but Dot could take care of herself now and it did seem to be working. At least kinda working. Plus they knew Ace was helping too (reluctantly) and so didn't worry. If worse came to worse Ace would beat up Chameleon enough to make him look like a pile of mush.

Ace and Dot also helped Chameleon attempt to make new friends by teaching him some social skills. It wasn't working though, most of the town knew him as a criminal and the rest of the town still considered him weird even after Dot said that Chameleon had good traits.

Chameleon was okay with this though, he had one friend in Dot and that was a big improvement in his perspective. He and Dot spent days sorting through donations and delivering them to discount stores and other places. Sometimes when they sorted through donations Chameleon would take some of the items and put on a performance to make Dot laugh. Chameleon's relationship with Ace however wasn't as friendly. They pretty much only tolerated each other.