Changeling (gh)

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The Changeling was astounded when one day he received a message from an anonymous source stating that he knew the Changeling was responsible for certain crimes which the message described in detail. The message went on to say that its sender had use for a man of the Changeling’s abilities, and instructed him to appear at a certain location several days later.

The Changeling complied, and there he first met the mysterious masked and robed figure who called himself the Mutant Master. The Mutant Master possessed an extraordinary assortment of futuristic technological devices, one of which, he told the Changeling, he had used to identify him as a super humanly powered mutant and to monitor his activities. The Mutant Master claimed to be a mutant himself, and asserted that he shared the mutant Magneto’s goal of having superhuman mutants rule the world. However, the Mutant Master disagreed with Magneto’s then current method of leading his Brotherhood of Evil Mutants in open attacks upon humanity.

The Mutant Master instead intended to form a cadre of powerful mutants who would work in secret to subvert existing governments so as to one day to seize power for themselves. The world was now dominated by two superpower nations, the Mutant Master stated; the United States and the Soviet Union. His subversive organization, he continued, would become, in its own way, a third superpower to be reckoned with, and therefore, he would call the group “Factor Three.”

Dazzled by the prospect of becoming one of Earth’s rulers, the Changeling accepted the Mutant Master’s offer. Among the Changeling’s many duties for Factor Three was the recruitment of other mutant members. It was he who contacted the Blob, Mastermind, Unus, and the Vanisher and persuaded them to join Factor Three.

The Changeling, who had grown suspicious of the Mutant Master’s motives, then appeared in the guise of Xavier and accused the Mutant Master of betraying the other members of Factor Three. The Mutant Master ordered his androids to attack both the X-Men and his mutant allies, who fought back together. The freed Banshee used his sonic wail on the Mutant Master’s machinery, causing the platform upon which the Mutant Master sat to and his helmet to shatter and revealing him to be a semi-octopoid extra terrestrial being called a Sin.

As the Mutant Master, the Sin was really exploiting the mutants of Factor Three for its own ends. By triggering a nuclear war through his agents, the Sin would have destroyed most of the human race. Then he would eliminate the mutant allies as well.

Shocked and furious at having been so deceived, the Factor Three mutants joined the X-Men in battling the alien, who committed suicide to avoid capture. Before this, the real Xavier had arrived and exposed the Changeling’s imposture. The X-Men and Factor Three’s mutants then went their separate ways.

A short time thereafter, Professor Xavier, through his telepathic powers, learned that another race of aliens, the Z’nox, intended to invade and conquer the Earth. Xavier believed that the Z’nox could most surely be defeated through psionic means; he would have to form a linkage of the minds of the majority of good people on Earth. But Xavier needed time in nearly complete isolation to prepare for this.

It was then that he was visited by the Changeling, who had been deeply shaken upon learning the truth about the Mutant Master, and even more so by recently learning that he himself had a terminal illness and would live no more than six months. The Changeling told Xavier that he wanted to do something before his death to make up for his past crimes. So Xavier had the Changeling impersonate him. In this way the Changeling, as Xavier, could continue training the X-Men in the professor’s absence. Xavier himself remained in a sub-basement of his mansion continuing his preparations to battle the Z’nox. Xavier believed that if he told the X-Men what he was really doing, they would worry unnecessarily. He told only Marvel Girl (Jean Grey) what he was doing and that the “Xavier” training them was actually the Changeling.

A few weeks after the Changeling began his impersonation of Xavier, the X-Men came in contact with Grotesk, the insane Prince Gor-tok, sole survivor of the Subterranean race of Gortokians, who had become extinct as a result of underground nuclear explosions caused by humans. Grotesk intended to destroy the human race in revenge, and therefore stole a nuclear oscillotron, a newly invent ed device which could trigger earth-tremors, and potentially create a chain reaction of seismic waves that would destroy the Earth.

When the X-Men and the Changeling, who was still impersonating Xavier, found Grotesk and the machine. The Changeling used Xavier’s mental bolts in a vain attempt to prevent Grotesk from activating the machine at full power. The Changeling and Marvel Girl together then used their telekinetic powers to try to halt the machine altogether. The enraged Grotesk threw the Changeling aside and tried to force more power from the oscillotron, only to have it explode instead. The Changeling was too close to the blast and was fatally wounded. He died mere minutes later, knowing he had redeemed himself through his sacrifice, It would not be until months later, when Xavier reappeared as the Z’nox were closing in on Earth, that the X-Men (other than Marvel Girl) learned that the man who died that day was not Xavier, but the Changeling.