Publication Date: 
31st Jul 2020
Written By: 
Image Work: 
Real Name

Kevin Sidney (assumed,
based on alternate reality counterpart)

Former Aliases

Professor Charles Xavier


5' 11"


180 lbs.

Hair Color




First Appearance

X-Men (1st series) #35

Known Relatives




Group Affiliation

Factor Three, X-Men, X-Humed


• Metamorphic shapeshifter able to alter his
form to assume new sets of features, and
mimic the likeness of any person he saw
• Developed limited telepathic abilities after
Professor X shared a portion of his power
with him


The past of the man who called himself the Changeling is still a mystery. Neither his heritage nor the circumstances when he first discovered his mutant powers have been revealed. One can only assume that, upon discovering his ability to perfectly copy the appearances and voice of any given person, he started a life of crime. What better way to steal from a person than to become them and just spend the money that’s rightfully theirs?

Eventually, though, the Changeling came to the attention of the even more mysterious Mutant-Master, a self-declared leader of the ever-growing mutant race. With the Changeling acting as his second-in-command, the Mutant-Master founded Factor Three, a covert organization intending world domination by mutants. The idea was that, while the eastern and the western block of the post Cold War era were busy opposing each other, a third faction, consisting of powerful mutants, could rise to power.

Expecting opposition from the X-Men, who had dedicated themselves to Professor Xavier’s dream of peaceful co-existence between humans and mutants, the Mutant-Master had the Changeling review all the video footage he could find on them. Doing so, the Changeling could study their combat skills, as well as evaluate their many enemies and pick the ones that seemed most useful to Factor Three. Hoping for a chance to get back at the X-Men, Unus, Mastermind, the Blob and the Vanisher all eagerly accepted the offer to join the group. [X-Men (1st series) #35-37]

Changeling oversaw several Factor Three missions from behind-the-scenes, with the support of Mutant-Master. He coordinated Banshee and the Ogre to test the X-Men, and kidnapped another mutant named Sonny Baredo before Professor Xavier could fully recruit him. Banshee was freed from Factor Three's control, however, and began helping the X-Men track down his former masters. [X-Men (1st series) #28, Thunderbolts (1st series) #33] The time came when Factor Three captured Xavier, and soon, Banshee and the X-Men as well when they tried to locate him. However, Changeling began to suspect that the Mutant-Master was hiding something from his followers. Yet, whenever he tried to voice his concerns or questioned his leader’s actions, the Mutant-Master threatened the Changeling into submission with his advanced weapons. Not daring to tell the other villains about his suspicion, as he had no real proof,

the Changeling waited until the X-Men broke free. During the confusion, he adopted the guise of Professor Xavier and outright accused the Mutant-Master of not being loyal to his followers. Indeed, during the following battle, the Mutant-Master was outed as a Sirian alien who had wanted to create a nuclear holocaust on the planet, leaving it uninhabitable for man or mutant. Once that threat was dealt with, the X-Men and Factor Three parting ways under an uneasy truce. [X-Men (1st series) #38-39] 

A few weeks later, though, the Changeling made his way to Xavier’s school in Westchester. Unnoticed by the X-Men, he sought out the professor and revealed that he was dying of cancer and had only a few months left to live. In his remaining time, he wanted to atone for his crimes. As chance would have it, Xavier just had learned of another dangerous alien race, called the Z’Nox, planning to invade Earth. He needed some time in solitude to prepare for the battle against the menace, yet didn’t want to leave his X-Men unsupervised. Hence, he bestowed the Changeling with some of his mental power and asked him to take his place as the X-Men’s leader. Only Jean Grey was aware of the switch but was sworn to absolute secrecy. [X-Men (1st series) #65, X-Men: The Hidden Years #8]

While the X-Men noted a change in “Xavier’s” behavior, they had little time to worry about it, as several days later they were busy fighting Grotesk, the sub-human. His underground home and fellow subterranean people having been destroyed by atomic radiation, he wanted to cause similar destruction on the surface world. However, Grotesk proved near invulnerable. Not even the combined powers of the X-Men were able to stop him from triggering a machine that would set off tremors on a planetary scale. When “Xavier” slowed down the device by bombarding it with mental energies, Grotesk went on a rampage, causing the machine to explode. Still wearing Xavier’s face, the Changeling died in the X-Men’s arms and was later buried and mourned under the professor’s name. [X-Men (1st series) #41-42] The X-Men only learned the truth when the real Xavier came out of hiding months later. [X-Men (1st series) #65]

Many years later, it was believed that the Changeling’s spirit had possessed the body of Excalibur’s empathic shapeshifter, Meggan. Regretting his decision to take Xavier’s place and die in his stead rather than search for a cure for his disease, the Changeling apparently wanted another lease at life and tried to take over Meggan’s body permanently, only to be defeated by her teammates’ combined willpower. [Excalibur: the Possession] The entire incident was not real, though, but a psychic scenario created by Merlin as he was secretly preparing Excalibur for a specific purpose. [Excalibur (1st series) #50]

In fact, evidence exists that Changeling truly was at peace with his fateful decision. His remains and the bodies of several other deceased mutants were acquired by the voodoo priest Black Talon, who resurrected them as zombies. Called the X-Humed, the four animated mutant corpses were confronted by the She-Hulk. She soon discovered that she couldn’t physically harm the zombies, as they could reform their bodies after being torn apart. The Black Talon tried to escape with his X-Humed, but fortunately they didn’t get too far as the Changeling assumed a shape that he knew would cause public attention. It turned out that the Black Talon couldn’t control all four of his zombies completely and at once. The Changeling resisted his influence when the opportunity arose, still true to his wish to atone for his past crimes and redeem himself. When She-Hulk caught up with the X-Humed, she had researched a way to counter-act the spell that re-animated them. [Sensational She-Hulk #34-35]

Many years after that, the mutant race conquered death itself, devising a mechanism through which several mutants could combine their powers to bring other mutants back from the dead. Thus far, Changeling is among the oldest of deaths to be reversed by this process, and he has been seen among the population of Krakoa, the mutant nation-state established by the X-Men. In many ways, it seems Professor Xavier finally returned the favor to Changeling. [X-Force (6th series) #2]


It is rare that an alternate version of a character from the Marvel Universe becomes more noteworthy than the original. Looking much alike, Morph of the Age of Apocalypse and another Morph, who was a mainstay of the reality-hopping Exiles, are both counterparts of the Changeling. The shape-shifting powers of both Morphs surpass those of the Changeling by far. In fact, they are no longer limited to human shapes and appearances at all. At least the Exiles’ Morph might very well be immortal, as he could reform his body even after being dissected and he didn’t burn out when he became a host body for Proteus. There stands reason to believe that the Changeling’s abilities too might have grown to such point. Possibly, the cancerous growth inside of his body was already a sign of him undergoing a radical transformation.

You can read the full indepth character entry on... [Morph from the Exiles]