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Real Name: Unrevealed, possibly Kevin Sydney (see comments)

Identity/Class: Human mutant, citizen of the United States

Occupation: None;
                      formerly substitute teacher at Xavier's School for Gifted Youngsters;
                      formerly professional criminal

Group Membership: None;
formerly Factor Three (Banshee/Sean Cassidy, Blob/Fred J. Dukes, Mastermind/Jason Wyngarde, Mutant Master, Ogre/Brian Dunlap, Unus/Gunther Bain, Vanisher/"Telford Porter"), X-Humed (Black Bishop/Harry Leland, Living Diamond/Jack Winters, Scaleface), X-Men (Angel/Warren Worthington III, Beast/Hank McCoy, Cyclops/Scott Summers, Iceman/Bobby Drake, Marvel Girl/Jean Grey)

Affiliations: the Five (Egg/Fabio Medina, Elixir/Joshua Foley, Proteus/Kevin MacTaggert, Hope Summers, Tempus/Eva Bell), Louise Mason, Professor X (Charles Xavier), She-Hulk (Jennifer Walters);
formerly Black Talon (Samuel Barone)

Enemies: Banshee (Sean Cassidy), Frankenstein's Monster robot, Grotesk, Mutant Master;
formerly Professor X (Charles Xavier), X-Men (Angel/Warren Worthington III, Beast/Hank McCoy, Cyclops/Scott Summers, Iceman/Bobby Drake, Marvel Girl/Jean Grey)

Known Relatives: None, Changeling is an orphan

Aliases: "Number Two" (title in Factor Three); impersonated John Askegren, Jack Bolton, Dr. Hunt, Martina Johanssen, Werner Reiman, Charles Sage, Francisco Zerilli, Charles Xavier, Elvis Presley and numerous others

Base of Operations: Krakoa;
                                   formerly a swamp near New Orleans, Louisiana;
                                   formerly Xavier's School for Gifted Youngsters, Salem Center, New York;     
                                   formerly Factor Three headquarters, Mount Charteris, Colorado

First Appearance: X-Men I#35 (August, 1967)

Powers/Abilities: Changeling possessed the mutant ability to shapeshift. As a metamorph, he could alter his physical appearance and voice to mimic that of any other human being. His power could also transform the appearance of his costume as well. Shortly before he died, Changeling was given a small portion of Charles Xavier's telepathic talent, which allowed him to read minds, send his thoughts to others over several miles and pick up on other people's thought patterns. He could also generate mental bolts that acted as a psychic energy force field of sorts. Changeling was a gifted actor, able to impersonate a person's mannerisms and personal quirks. Apparently, Changeling was able to retain an alternate form even after he lost conscious control over his powers. Changeling was a latent telekinetic, whose abilities were activated when Charles Xavier imparted a portion of his own telepathic might (see comments).

Height: 5'11" (variable)
Weight: 180 lbs. (variable)
Eyes: Brown (variable)
Hair: Black (variable)


(X-Men: Legends "Diary of a False Man" (fb) - BTS) - The Mutant-Master learned of a mutant metamorph and followed his trail to the house of Jack Bolton, which was occupied by the mutant metamorph who had taken Bolton's form. Using a report on Bolivar Trask's Sentinels, the Mutant-Master convinced the metamorph that humanity saw mutants as a threat and would try to destroy them, and that mutantkind should rule the world. Naming the metamorph the "Changeling," the Mutant-Master convinced him to accept the role of his second-in-command in Factor Three, in order to handle his day-to-day operations.

(X-Men I#38 (fb) - BTS) - The Changeling recruited the Blob, Mastermind, Unus, and the Vanisher from among the X-Men's greatest enemies to serve as their fighting force.

(Thunderbolts I#33 (fb) - BTS) - Changeling also enlisted the Ogre as an operative of Factor Three.

(X-Men I#28 (fb) - BTS / X-Men: Legends "Diary of a False Man" (fb) - BTS) - Using the Mutant-Master's technology, the Changeling implanted a bomb within the mutant Banshee's headband, forcing him to serve Factor Three under the threat of death.

(X-Men I#26, 27 - BTS) - Changeling and the other mutant members of Factor Three were detected by Professor X.

(X-Men I#28 - BTS) - The Ogre located the secret headquarters of the X-Men. Though the Ogre nearly succeeded in their first attempt, both Banshee and Ogre were captured by the X-Men, and the Banshee revealed how he had been forced to serve Factor Three via the explosives in his headband. Professor X mentally disabled the explosives, allowing the removal of the headband and freeing Banshee from Factor Three's servitude. Banshee told them that Factor Three was the most dangerous secret organization on Earth, and that they had the means to conquer the world or even to destroy it.

(Thunderbolts I#33 (fb) - BTS) - After escaping, the Ogre returned to Factor Three only to be chastised by Changeling and the others for his failure and instructed to wait at Factor Three's Mt. Charteris base.

(X-Men I#31 (fb) - BTS) - Cerebro failed to detect any more emissaries of Factor Three in the USA.

(X-Men I#32 - BTS) - Professor X attempted to restore the Juggernaut, whom he had rendered inert in their last battle. Professor X began to use his Energo-Transformer to drain the Juggernaut's power so he could then cure his embittered mind. However, as he did so, he sensed a new, powerful alien force entering the Juggernaut's mind, adding to his own natural resistance. As a result, the device was destroyed, and the Juggernaut instead gained Professor X's telepathic powers, and Professor X was rendered unconscious. The Juggernaut subsequently overpowered the X-Men, but as he prepared to destroy their school and bury them under it, he was telepathically contacted by Factor Three. They revealed that they had caused the explosion which freed the Juggernaut and instructed him to leave the X-Men behind, steal a jet to Europe, and join them. Though irritated by being commanded, the Juggernaut nonetheless decided to follow their instructions to link up with them. He wished to add their power to his so that they could conquer the world.

(X-Men I#33 - BTS) - The Juggernaut continued on his mission to steal a ship to travel to Factor Three's European base. Learning of Xorak the Outcast, a resident of the Crimson Cosmos accessed via the Crimson Ruby of Cyttorak, Cyclops and Marvel Girl used a mystic spell to access the Ruby and defeat Xorak, after which they caused the Juggernaut to be pulled within the Ruby as well. However, while the X-Men were battling the Juggernaut, android agents of Factor Three entered the X-Mansion and kidnapped Professor X.

(X-Men I#34 (fb) - BTS) - The Mutant-Master's androids wrecked Cerebro before departing the X-Mansion to prevent the X-Men from easily locating Professor X.

(X-Men I#34 - BTS) - Factor Three continued to hold Professor X captive.

(X-Men I#35) - Banshee located Factor Three's secret sanctuary. On approaching he was assaulted by one of its Arachnoids (mechanical spiders), narrowly surviving its paralysis ray. Banshee fled to the nearby chalet he had rented and used the equipment given to him by Professor X to contact the X-Men. However, just as he began to send his message, he collapsed from the effects of the paralysis ray. Only his message to "Beware the Spider" went out. No sooner had Banshee collapsed when Factor Three's android Agents 10 & 14 entered his chalet, and they easily captured the unconscious mutant. The androids reported his capture to the Changeling, who sent some of his Arachnoids to the the United States to learn how much Banshee had managed to tell the X-Men. Traveling in a Magno-Disk (which they called a Gravo-Disk), they brought Banshee back to Factor Three's base.

(X-Men I#35 - BTS) - As the Arachnoid arrived in Westchester county via a Magno-Disk, it was observed by Peter Parker who was out on a relaxing motorcycle ride. As Spider-Man, Parker investigated, encountering the Arachnoid, which attacked him. Spider-Man destroyed the Arachnoid, but the energies released during their battle were detected by Cerebro and reported as a mutant presence. The X-Men investigated, and--based on Banshee's message--initially assumed Spider-Man to be the threat. After a brief battle, Spider-Man revealed the Arachnoid that he had fought. Cyclops pondered the question of whether a robot built by a mutant might register on Cerebro's sensors as a mutant. Meanwhile, Marvel Girl found a note in Professor X's files reporting the communications crystal within Banshee's helmet. She tried to contact him to no avail as he remained unconscious. Nonetheless, she was able to track his location to a Central European mountain range. When the X-Men returned they decided to follow the trail to try to locate Professor X and defeat Factor Three.

(X-Men I#36 - BTS) - Determining that Factor Three's base was located in the Alps, the X-Men learned that their jet was out of fuel, and they realized that none of them had the money to refill it. While they tried to come up with the money somehow they encountered and defeated Mekano, after which Mekano's grateful father lent them the money for five plane tickets to Central Europe. Shortly thereafter the five X-Men boarded a plane, unaware that their every move was watched by Changeling from within Factor Three's hollow mountain base in Central Europe.

(X-Men I#37) - Changeling studied tapes of the X-Men's victories over the Juggernaut as the X-Men's plane approached. He dispatched Magno-Disk One after them, and it began assaulting the jet bringing them to Europe. Realizing that they were the targets of the assault and that they were thus endangering the other passengers' lives, the five X-Men bailed out. Cyclops destroyed the Magno-Disk with an optic blast, and the X-Men managed to land safely. They defeated the first Arachnoid that confronted them, but a pair of androids then sent two more Arachnoids after them. The X-Men ultimately fell before the Arachnoids' gas attack, and they were captured by Factor Three and placed within a force field. Blob, Mastermind, Unus, and the Vanisher revealed themselves as members of Factor Three and condemned the X-Men as traitors to the mutant race. Changeling and Mutant-Master then appeared as well, and Changeling explained that they would be placed on trial with himself as prosecutor; the Mutant-Master told them that the penalty for their actions would be death.
   Blob, Mastermind, Unus, and the Vanisher reviewed how the X-Men had opposed them in the past, and Changeling asked the Mutant-Master to sentence them to death. Before pronouncing his verdict, the Mutant-Master revealed how Factor Three would achieve world domination. He then instructed Changeling to subject the X-Men to his Oblivio-Ray. After being stunned by an energy blast, the five mutants were hooked into the Oblivio-Ray, intended to sap their wills and make them susceptible to the Mutant-Master's command.

(X-Men I#39 (fb) - BTS) - The Mutant-Master arranged things so that the X-Men would be able to get free to try to stop his plans, hoping that the military would blame the X-Men for the intended attacks in case his plans were thwarted.

(X-Men I#37) - As the Oblivio-Ray was activated, the rest of Factor Three left, and Iceman formed icicles which melted to short out the equipment, allowing them to escape. One of Factor Three's robots attacked them, but they destroyed its sensory circuits, sending it off on a blind rampage. The X-Men tried to stop Changeling and Mutant-Master, but found they had already departed. However, the Mutant-Master then appeared to them on a view-screen, telling them that they would be too late to stop his plan from coming to fruition.

(X-Men I#38 (fb) - BTS) - Changeling oversaw Factor Three's missions: sending Blob and Vanisher to Russia, while Mastermind and Unus were kept on standby.

(X-Men I#38) - The X-Men narrowly escaped in a pair of Magno-Disks as the Mutant-Master blew up Factor Three's European base. From within another base, the Mutant-Master assured Changeling that the X-Men's escape would not threaten their plan. When questioned by Changeling on how two fully-operational Magno-Disks had been left behind for the mutants to use, the Mutant-Master dismissed his concerns. Irritated, Changeling told the Mutant-Master that he couldn't succeed without his aid, but the Mutant-Master silenced him with several near-misses from his mobile platform. The Mutant-Master then reminded Changeling of his role as second-in-command. The terrified Changeling apologized, but the Mutant-Master continued to torment him with other weapons until he felt satisfied that Changeling's loyalty had been ensured. The Mutant-Master then commanded Changeling to check in on Blob, ignoring his concerns that such a communication might be intercepted. After Blob had reported that all was going as planned, the Mutant-Master dismissed Changeling, who resented his treatment and began to wonder about his role following mankind's defeat. Meanwhile, the Mutant-Master gloated that none suspected his true goal, nor could they do anything about it even if they did.
(X-Men I#38 - BTS) - Angel, Beast, and Marvel Girl traveled to the Russian base, fighting their way past security to confront Blob, Vanisher, and several Factor Three minions. The X-Men defeated their foes, but the Vanisher teleported away, and the minions exploded, revealing themselves to be androids. The X-Men and Blob were then captured at gunpoint by the Russians and thrown into a cell together. Cyclops and Iceman tried to warn the US troops about Factor Three's plans, but they were forced to fight their way out when the military tried to take them prisoner.
(X-Men I#38) - Meanwhile, the imprisoned Professor X tried to warn Changeling that the Mutant-Master intended to betray him, but Changeling slapped him and threatened to execute him if he did not remain silent. However, the Mutant-Master then appeared, telling Changeling that only he decided who would live or die, and he dispatched Changeling from the chamber. From within his base, the Mutant-Master gloated about his assured victory.

(X-Men: Legends: "Diary of a False Man" (fb) ) - Becoming suspicious of the Mutant-Master because of his increasingly eccentric orders, Changeling checked his computers, learning that the war they were starting wouldn't just wipe out most humans, it would wipe out every living thing on the planet.

(X-Men I#39 ) - Changeling freed Professor X and Banshee from their restraints and quietly disappeared before the final fight that saw the X-Men and the mutant Factor Three members team up to confront the Mutant-Master and his cybernetic servants.

(X-Men I#65 ~ X-Men: The Hidden Years I#8 (fb) ) - Changeling learned he was dying of cancer. Hoping to make his remaining time worthwile and atone for his crimes, he approached the X-Men's leader Professor Xavier who had an intriguing proposal for him. Xavier had recently learned Earth was about to be invaded by the brutal alien race called the Z'Nox and needed time to prepare a defense. Changeling was offered to take Charles' place as leader of the X-Men while Xavier secluded himself in a secret lab underneath X-Mansion. Changeling agreed and, to help sell the impersonation, Xavier imparted some of his telepathic powers. Xavier decided only Marvel Girl should be informed of the replacement.

(X-Men I#40) - Starting his tenure as "Professor X", Changeling accompanied his students to a New York museum that planned to thaw out and examine what appeared to be Frankenstein's monster, from Mary Shelley's classic novel. "Xavier" reasoned that the monster was actually an android, which only could have been constructed by a mutant mind back in the day. When the X-Men visited the museum, the Frankenstein's Monster happened to break free after it was thawed out from the ice it was found in. The X-Men engaged the creature, who eventually turned his attention to "Xavier". Changeling tried to keep it at bay, using mental force bolts, but with little success. He was saved by Iceman who covered the monster in ice, which caused its circuitry to blow up. In the aftermath, "Xavier" told his students he'd read the monster's mind: it was indeed a semi-sentient android left behind on Earth 150 years ago by an advanced alien race.

(X-Men I#41) - Changeling, as Xavier, conducted an evening training session in the Danger Room, instructing Cyclops, Angel and Marvel Girl. Cyclops couldn't help but notice the professor seemed tense and short-tempered, wondering if it was merely the strain he'd been under recently or a sign something else was wrong. Dissatisfied with their performance, he proceeded to chew them out only to be interrupted by the arrival of Beast and Iceman who were ready for their night on the town. Seeing as being in the Danger Room without your uniform was a direct violation, "Xavier" also gave Bobby and Hank a stern lecture and two demerits, prohibiting them from going to New York for a month. He then took his leave, asking if Jean would join him. In private, he apologized for his behavior but refused to let go of the reins, feeling it was essential the X-Men acted as a team now more than ever. With that matter cleared up, "Xavier" and Jean started their experiments which Changeling deemed unimaginably vital. Some time later, "Xavier" ordered all his students save Jean to go out and look for their old, subterranean adversary Grotesk.

(X-Men I#42) - Changeling learned that the X-Men were fighting the mutated, subterranean ruler Grotesk who wanted to get his hands on the earthquake inducing nuclear Oscillatron to use it against humanity. He decided to take an active hand in helping them. He rushed to the science lab where the Oscillatron was kept and quickly disguised himself as the device's inventor Dr. Hunt. (see comments) He then sent mental images of the Oscillatron to Grotesk, who used the psychic signal as a homing beacon, abandoning his fight against Cyclops and Beast.  Crashing through a wall, he found Changeling at the controls of the machine, disguised as Hunt. When Grotesk revealed his intentions to obliterate Earth in revenge for the deaths of his people, Changeling tore off his mask and introduced himself as Professor X. Grotesk threw him to the floor and instinctively reached for the control panel. Changeling attacked him mentally, but Grotesk resisted and threw the lever. Deadly vibrations began to radiate down to the Earth's core. Angel arrived, and Changeling ordered him to turn off the device. Angel used solar orbs to momentarily blind Grotesk, giving Beast the opportunity to tackle him hand-to-hand, but Grotesk hurled Beast at Angel. The fight continued to escalate and in the end, Grotesk wanted the Oscillatron to give out more power to accomplish his goal. He tried to do so by smashing the device, which caused it to explode. Changeling was caught in the blast that seemingly killed Grotesk. The X-Men found what they thought was their dying mentor amidst the rubble of the destroyed lab and were powerless as he eventually perished. Angel carried Changeling, who even in death retained the form of Charles Xavier, away from the battlefield.

(X-Men I#43 - BTS) - The X-Men buried the remains of "Charles Xavier", though the funeral services were interrupted by the arrival of the frantic former Brotherhood member Quicksilver (Pietro Maximoff).

(Sensational She-Hulk I#34) - While investigating a murder involving a zombie, She-Hulk and her friend Louise Mason traveled to New Orleans. There, they encountered the Black Talon who had obtained and revived the corpses of Changeling, Black Bishop, Scaleface and the Living Diamond. Naming them his X-Humed, he ordered the zuvembie (zombies) team to attack She-Hulk.

(Sensational She-Hulk I#35) - Black Talon couldn't fully control all the X-Humed. While the others fought She-Hulk, Changeling remembered his heroic ambitions and tried to free a tied-up Mason. Believing he actually tried to harm her, She-Hulk knocked Changeling into the others. With She-Hulk slightly distracted by a brief interlude with the Keeper of the Comics Code, the Talon and the X-Humed attempted to escape in a hearse. Driving by a police car, Changeling morphed into Elvis Presley to get their attention. The pursuing She-Hulk caused the car to crash, and asked Changeling why he did what he did. He explained that he had spent too much time before he died trying to atone for his crimes, and with the Talon not able to keep full control of all four at once, he did his best to stop him. Changeling and the others were reportedly re-buried afterwards.

(Excalibur Special: The Possession#1 - BTS) - Changeling then seemingly returned as a malevolent ghost possessing Meggan. He was defeated by British super-team Excalibur and Myrd, who revealed himself at the end as Merlyn. (see comments)

(X-Force VI#2 - BTS) - Following the Krakoan resurrection protocols, Changeling was among the many mutants resurrected by the Five (Egg, Elixir, Proteus, Hope Summers, Tempus). Changeling was one of many who accepted the invitation to remain on the sovereign mutant island nation, ruled by the Quiet Council.

(X-Force VI#2) - Changeling and dozens of his fellow Krakoans watched the lifeless body of Charles Xavier after he was assassinated by the mysterious anti-mutant cabal XENO. Changeling witnessed Magneto forging the wrecked remains of Cerebro into a sword after which Jean Grey and Beast set out to locate Cradle One to resurrect Xavier.

Comments: Created by Roy Thomas (writer), Werner Roth (pencils), Dan Adkins (inks).

Ah, Changeling... we hardly knew ye. As possibly the first retcon character in the X-Men's history, it's interesting to see he has about as many Handbook entries as actual appearances when he was still alive. Still, when you're a shapeshifter and the most interesting thing about you is that ludicrious purple turnip of a hat, it's a small miracle people remember you at all.

The reveal that Changeling had been impersonating Professor Xavier, powers and all, warranted some further continuity wanking. Apparently Xavier has the power to give others part of his telepathic abilities. Which is a little clumsy and hard to explain, after all giving someone telepathy doesn't give them the skills to effectively use it. But hey, it was the swinging 60s and "Rascally Roy" was doing the best he could. Maybe his elaborate, contrived headgear contained circuitry that also helped to somehow focus, strengthen and maintain what little psi-potential Changeling had.

In Excalibur I#47 Roma revealed the events in Excalibur Special: The Possession to be a hoax. In Excalibur I#50 Merlyn himself confirmed this and told Excalibur he had orchestrated the hoax to test their psyches.
--Markus Raymond

Changeling's real name has not been revealed, though some have figured it might be Kevin Sydney, named after the Exiles-member Morph and his Earth-295 counterpart, who were both the X-Men's resident shapeshifters. It's not the most unlikely of ideas, though both Morphs had decidedly different type of mutations, their bodies were basically sentient silly putty, apparently impervious to conventional injury or disease like Changeling's cancer.

It seems unlikely that Changeling was able to manufacture a lifelike mask of Dr. Hunt in time to confront Grotesk. More likely, he used his natural shapeshifting powers to impersonate Hunt, then switched back to Xavier's appearance. Belieivng he would need to keep his deception a secret, he used Xavier's borrowed telepathy to make Grotesk think he had been wearing a mask and removed it.

Changeling, either solo or as part of a team, received profiles in Official Handbook of the Marvel Universe I#12 (part of the X-Men), Official Handbook of the Marvel Universe I#13, Official Handbook of the Marvel Universe Deluxe Edition#15 (part of the X-Men), Official Handbook of the Marvel Universe Deluxe Edition#16, Official Handbook of the Marvel Universe Master Edition#24 (part of the X-Men), Official Handbook of the Marvel Universe Master Edition#28, Official Handbook of the Marvel Universe: Book of the Dead, Official Handbook of the Marvel Universe A-Z#2 and Marvel Encyclopedia: X-Men.

Profile by Snood & Norvo.

Changeling should not be confused with

images: (without ads)
Official Handbook of the Marvel Universe A-Z#2, Changeling entry (main image)
Official Handbook of the Marvel Universe Master Edition#24, Changeling entry (handbook image)
Thunderbolts I#33, p13, pan2 (punishes fellow Factor Three member Ogre)
X-Men I#38, p4, pan4 (dares question the Mutant Master)
Official Handbook Marvel Deluxe Edition#16, p49, pans 1&2 (taking over as Xavier)
X-Men I#42 p10, pan2 (Changeling attacked by Grotesk)
Sensational She-Hulk I#35, p17, pan3 (heroic even in death)


X-Men I#35 (August, 1967) - Roy Thomas (writer), Werner Roth (pencils), Dan Adkins (inks), Stan Lee (editor)

X-Men I#36 (September, 1967) - Roy Thomas (writer), Ross Andru (penciler), George Bell (inker), Stan Lee (editor)
X-Men I#37 (October, 1967) - Roy Thomas (writer), Ross Andru (artist), Don Heck (inker), Stan Lee (editor)
X-Men I#38 (November, 1967) - Roy Thomas (writer), Don Heck (penciler), George Bell (inker), Stan Lee (editor)
X-Men I#39 (December, 1967) - Roy Thomas (writer), Don Heck (penciler), Vince Colletta (inker), Stan Lee (editor)
X-Men I#40 (January, 1968) - Roy Thomas (writer), Don Heck (pencils), George Tuska (inks), Stan Lee (editor)
X-Men I#41 (February, 1968) - Roy Thomas (writer), Don Heck (pencils), George Tuska (inks), Stan Lee (editor)
X-Men I#42 (March, 1968) - Roy Thomas (writer), Don Heck (pencils), George Tuska (inks), Stan Lee (editor)
X-Men I#43 (April, 1968) - Roy Thomas (writer), George Tuska (pencils), John Tartaglione (inks), Stan Lee (editor)
Excalibur: The Possession#1 (July, 1991) - Michael Higgins (writer), Tom Morgan (pencils & inks), Terry Kavanagh (editor)
Sensational She-Hulk I#34 (December, 1991) - John Byrne (writer/pencils), Keith Williams (inks), Renee Witterstaetter (editor)
Sensational She-Hulk I#35 (January, 1992) - John Byrne (writer/pencils), Keith Williams (inks), Renee Witterstaetter (editor)
Thunderbolts I#33 (December, 1999) - Kurt Busiek (writer), Mark Bagley (pencils), Scott Hanna (inks), Tom Brevoort (editor)
X-Men Legends#1/2: Diary of a False Man (June, 2000) - Keith R.A. DeCandido (writer)
X-Men: The Hidden Years#8 (July, 2000) - John Byrne (writer, pencils), Tom Palmer (inks), Jason Liebig (editor)
X-Force VI#2 (November, 2019) - Benjamin Percy (writer), Joshua Cassara (pencils, inks), Jordan D. White, Chris Robinson (editors)

First Posted: 04/10/2016
Last updated: 04/09/2021

Any Additions/Corrections? please let me know.

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