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Quote1 We mutants agreed to serve him out of hatred for normal humans -- and because of their fear and hostility towards us! Yet, have we merely exchanged our roles as outcasts -- for those of slaves? But we shall consider that later -- when the world of Humans (Homo sapiens) lies in smoldering, radioactive ruins! Quote2
The Changeling[src]


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".[6] 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.

Kevin Sidney (Earth-616) from Official Handbook of the Marvel Universe Vol 2 16 001

Kevin's 'true' form

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, Cassidy, now called 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.[7] Following that group's defeat, Changeling betrayed the Mutant Master, upon learning he was really an alien intending to wipe out everyone.[8]

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.[9] Unknown to all of the X-Men save Marvel Girl, Professor Xavier went underground to prepare for the invasion of the alien Z'nox and had the Changeling pose as him in his absence after giving him a portion of his telepathic power.

The Changeling, masquerading as Professor X, was killed in battle against Grotesk.[10] Only Marvel Girl knew of his deception and she was sworn not to reveal the truth to 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.[9]

Kevin Sidney (Earth-616) from Sensational She-Hulk Vol 1 34 001

Kevin's body reanimated


Years later the voodoo master Black Talon brought 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.[11]


Power Grid[13]
:Category:Power Grid/Fighting Skills/Normal:Category:Power Grid/Energy Projection/Single Type: Medium Range:Category:Power Grid/Durability/Enhanced:Category:Power Grid/Speed/Normal:Category:Power Grid/Strength/Normal:Category:Power Grid/Intelligence/Normal


  • Metamorph: He 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 (though he cannot duplicate fingerprints).[5]
    • Photographic Memory: Soon after discovering his powers he developed photographic memory.[5]
  • Telepathy: He possesses limited psionic abilities that allows him to influence people to make them see what they expect to see. Professor X later boosted this ability tenfold and as a result he is now able to read minds and project his own thoughts into the minds of others within a limited radius.[5]
    • Psionic Blasts: He 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: Professor X activated Changeling's own telekinetic abilities enabling him to manipulate matter on a low level with the energy of his thoughts.[5]


  • Acting: Changeling was a skilled actor.[5]
  • Criminal Knowledge: Changeling was an efficient organizer of subversive activities, had a natural talent for forgery, was self-taught, billiards and business administration.[5]



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


Krakoan Gateways; duplicate of Professor X's wheelchair



  • 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 is likely both the Professor's clothes and the X-Men uniform were the result of Changeling's ability.
  • Merlyn once used magic to trick Excalibur into thinking the Changeling's ghost was haunting them, though it wasn't true.

See Also

Links and References