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Real Name: Zach Halliwell

Identity/Class: Human mutant

Occupation: Student

Group Membership: None

Affiliations: Xavier Institute student body (Jeffrey Garrett, Gloom/Jordan Lewis, Rubber Maid/Andrea Margulies, Saurus/Jorge Lukas, Silicon/Stan Finch, Tantra/ Reuben O'Hara, other unidentified students), X-Men (Emma Frost), X-Treme X-Men (Bishop/Lucas Bishop, Sage/"Tessa", Storm/Ororo Munroe)

Enemies: Elias Bogan, X-Treme X-Men (Bishop/Lucas Bishop, Sage/"Tessa")

Known Relatives: None

Aliases: None

Base of Operations: Xavier's School for Gifted Youngsters

First Appearance: X-Treme X-Men I#20 (March, 2003)

Powers/Abilities: Overlay possessed the mutant ability to overlays the essential characteristics of one mind with another. As such he kept a rat as a pet, the animal he would use to overlay it's mind with that of any human. It's been unrevealed if Overlay's could overlay the mind of a human with that of another human. Beside his mutant abilities his face also resembled that of a rat.

Height: 5' (by approximation)
Weight: 90 lbs. (by approximation
Eyes: Red
Hair: Brown


(X-Treme X-Men I#20) - When seven naked people were found frozen to death on Alaska's McKenn glacier, all evidence pointed to a mutant murderer. This got X-Treme X-Men members Bishop & Sage involved in the investigation. The duo decided to pay a visit to the Xavier Institute, figuring it would be an ideal hiding place for a mutant on the run. However, headmistress Emma Frost wasn't thrilled at the notion of opening her school up for a crime scene investigation and motivated some of her students to play with the X-Men a little. After Gloom and Tantra had their way it was Overlay's turn who eagerly used his powers to overlay the mind of his pet rat unto that of Sage, making the X-Man believe she was a rat. However, they were mostly playing along as they revealed when Frost actually wanted the students to remove them from the grounds.

(House of M#8 - BTS) - Overlay was one of the many millions mutants who lost their powers when a reality altering spell cast by the Scarlet Witch reduced the number of gene active mutants to a mere 300 worldwide.

(New Avengers I#17 - BTS) - Overlay's mutant energies joined with those of the other de-powered mutants, creating the Collective, a massive force presence that ended up killing, among others, most of the members of the Canadian superhero team Alpha Flight.

(New Avengers I#18 - BTS) - SHIELD analyzed The Collective's multiple energy signatures and managed to identify Overlay's pattern, along with 50+ other victims of M-Day.

Comments: Created by Chris Claremont & Salvador Larroca

    Overlay's codename and real name have been revealed in the Xavier's Institute entry in the Official Handbook of the Marvel Universe HC#13.

    As all students of the Xavier Institute were selected to join special training squads mentored by members of the X-Men, Gloom could have been a part of the Excelsiors (Iceman's squad), the Exemplars (Beast's squad) or the Paladins (Shadowcat's squad) whose rosters have never been revealed.

Profile by MarvellousLuke

Overlay has no known connections to

images: (without ads)
X-Treme X-Men I#20, p20, pan1 (main image)
X-Treme X-Men I#20, p20, pan4,5,6 (using his powers)

X-Treme X-Men I#20 (March, 2003) - Chris Claremont (writer), Salvador Larroca (pencils, inks), Mike Raicht, Andrew Lis (editors)
New Avengers I#18 (June, 2006) - Brian Michael Bendis (writer), Mike Deodato Jr. (pencils), Joe Pimentel (inks), Tom Brevoort (editor)

Last updated: 7/30/15

Any Additions/Corrections? please let me know.

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