OverviewEdit

The Changeling was a shape-shifting mutant who helped run Factor Three until finding out that the entire world was in danger. He alerted the X-Men, who were able to stop it. Shortly thereafter, Changeling found out he had terminal cancer. Seeking to make up for his past criminal activities, he sought out Professor X, who quickly put Changeling to work as his double, even endowing him with additional telepathic and telekinetic abilities. Sadly, Changeling died while still in the form of Xavier, giving his life for the team. He was briefly reanimated, even then showing his heroic colors.

Contents 1 OverviewEdit 2 HistoryEdit 2.1 Factor Three 2.2 Impersonating Professor X 2.3 Reanimated 3 Powers and AbilitiesEdit 3.1 Powers 3.2 Abilities 4 ParaphernaliaEdit 4.1 Equipment 4.2 Transportation 5 NotesEdit 6 TriviaEdit 7 LinksEdit 7.1 Discover and Discuss 7.2 Footnotes

HistoryEdit

Factor Three

Little is known about the mutant Changeling, before he came to work for the villainous organization Factor Three and was second in command under the "Mutant Master". After discovering that Sean Cassidy had become engaged in criminal activities, thanks to the technology of the Mutant Master, Changeling contacted Cassidy, whom Factor Three's technology had also identified as a superhumanly powerful mutant, and invited him to join the organization. Cassidy was appalled upon learning of Factor Three's goals and adamantly refused. However, the Changeling and Mutant Master agreed that Cassidy's powers and knowledge of the workings of law enforcement agencies were too valuable for Factor Three to lose and so they sent their agents to capture Cassidy. Factor Three placed a headband containing explosives around Cassidy's head, forcing them into their service. While in New York City on a mission for Factor Three, the Banshee clashed with the original X-Men, who captured both him and the Ogre. The X-Men's leader, Professor Charles Xavier, used a psionic "mental bolt" on the Banshee's headband, which prevented the detonation mechanism from functioning so that the Banshee could remove it. Once freed of the headband, the Banshee told the X-Men all that he knew about Factor Three. Following that group's defeat, Changeling betrayed the Mutant Master, upon learning he was really an alien intending to wipe out everyone.

Impersonating Professor X

Not much later, Changeling came to Professor Xavier to reveal he was dying from cancer and only had a few months to live.^[1] At this time, Professor Xavier went underground from all of his original students, save Jean Grey, to prepare of the invasion of the alien Z'Nox and had the Changeling posing as him, after giving him a portion of his telepathic power. The Changeling, masquerading as Professor X, was killed in battle against Grotesk.^[2] Only Marvel Girl knew of his deception and she was sworn not to tell her teammates. Changeling was buried by the X-Men, still wearing Professor Xavier's form. It was not until their fight against the Z'nox that the X-Men learned it had not been the Professor who had died but instead, the Changeling.^[1]

Reanimated

Years later the voodoo master Black Talon would bring Changeling back to life, as a zombie, one of the undead mutant group that Talon dubbed the X-Humed. Talon sent them to battle the She-Hulk. Even when undead, Changeling was unwilling to have his sacrifice sullied, so he resisted the Talon's control, taking on the form of Elvis Presley to provide She-Hulk with a distraction at a vital moment. Failing to be a worthy zombie, Changeling was returned to the grave.^[3]

Powers and AbilitiesEdit

Powers

Changeling was a mutant with the ability to alter his physical appearance at will to resemble that of any person he chose. He was given limited telepathic abilities by Professor X, and as a side effect, he also gained limited telekinetic abilities.

Metamorph: can psionically alter the formation of his biological cells at will. As a result he can cause himself to look and sound like an exact duplicate of any human, humanoid, or semi-humanoid being of either sex, wearing virtually any kind of clothing.

Telepathy: able to read minds and project his own thoughts into the minds of others within a limited radius.

• Psionic Blasts: can project psionic force bolts which have no physical effects but which can affect a victim's mind so as to cause the victim pain or unconsciousness and can even kill an adversary.

Telekinesis: Possesses telekinetic abilities enabling him to manipulate matter on a low level with the energy of his thoughts.

Power Grid [4]
Intelligence	2
Strength	2
Speed	2
Durability	3
Energy Projection	4
Fighting Skills	2

Abilities

Skilled actor, photographic memory^[5]

ParaphernaliaEdit

Equipment

A Siri ray-gun while under the employ of the Mutant Master.

Transportation

A duplicate of Professor X's wheelchair

NotesEdit

• The name "Kevin Sidney" was given for the Changeling in 2004's Book of the Dead, and was later redacted in Official Handbook of the Marvel Universe A-Z #2. A logical explanation for the difference in spelling would be that the 616 Changeling was only ever told his name, and never saw it in print.

• Although the Changeling seemed destined for obscurity for many years, he was revived in alternate continuities as Morph, first in the X-Men animated series, later in the Age of Apocalypse and Exiles.
  

TriviaEdit

• Changeling was buried in Professor X's form, complete with Charles' brown suit. When he was reanimated to become a member of the Black Talon's Exhumed, he was suddenly wearing an X-Men uniform matching his teammates. Given that he was able to shape-shift his clothes into those matching Elvis Presley's while a member of this team, it's likely both the Professor's clothes and the X-Men uniform were the result of Changeling's ability.

• Merlin once used magic to trick Excalibur into thinking the Changeling's ghost was haunting them, though it wasn't true.

LinksEdit

• 31 Appearances of Changeling (Earth-616)
• 8 Images featuring Changeling (Earth-616)
• 4 Quotations by or about Changeling (Earth-616)
• Character Gallery: Changeling (Earth-616)
• Fan-Art Gallery: Changeling (Earth-616) 
• Changeling on uncannyxmen.net

Discover and Discuss

• Search this site for: Changeling · Changeling (Earth-616)
• Search the Forums for: Changeling · Changeling (Earth-616)
• Discuss this and other characters on the forums

Footnotes

1. ↑ ^{1.0 1.1} X-Men #65
2. ↑ X-Men #42
3. ↑ Sensational She-Hulk #35-36
4. ↑ Official Handbook of the Marvel Universe A-Z hardcover Vol. 2
5. ↑ Official Handbook of the Marvel Universe A-Z #2