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Villains Wiki

How do you like my true form? Go on, admit it - you like it!
~ The Shape Shifter, undisguised for the first time.
You think you're so clever don't you, Dipper? But you have no idea what you're up against. You will never find the Author. If you keep digging, you'll meet a fate worse than you can imagine. And this will be the last form you ever take!
~ The Shape Shifter, as he turns into Dipper and screams while being frozen.

The Shape Shifter (commonly known as Experiment #210) is the main antagonist of the Gravity Falls episode "Into the Bunker." As the name implies, it can take on the form of any creature or object it has seen and committed to memory, both for the sake of infiltration and for combat.

Throughout the episode, the Shape Shifter was primarily voiced by Mark Hamill who also provided the voice of Fire Lord Ozai, Colonel Muska, and two notable variations of the Joker. However, as a shapeshifter, he is also briefly voiced by Jason Ritter and Linda Cardellini (while voicing Dipper and Wendy, respectively).


Before The Series

Several decades before the start of the series, the author of the journals found a mysterious egg while excavating new tunnels beneath Gravity Falls for a new subterranean laboratory. Though he never discovered what had laid the egg or even if it was native to Earth, he was able to keep it safe until it finally hatched. The creature that eventually emerged was a tiny insectoid larva capable of taking on the form of almost anything it had seen and memorized, a fact it demonstrated by transforming into the Author's coffee cup less than a few seconds after hatching.

The Author's assistant, Fiddleford McGucket, recommended that the new lifeform be cryogenically frozen immediately as a test of their new cryostasis tubes. However, the Author quickly developed a soft spot for the strange creature and adopted him as a pet, keeping him in a cage within his newly-finished underground bunker and feeding him canned beans from Fiddleford's extensive stockpile of Baron Num Nums High Flyin' Beans. Though he officially dubbed his discovery Experiment 210, he soon began calling him Shifty.

According to Journal 3, the young Shifty had "a delightful temperament," and though he could not speak at first, he had a habit of transforming to communicate - becoming a dog when happy and a sea urchin to express sadness. The Author tested his abilities quite extensively in the early days together, showing him photos of animals to determine the full scope of his charge's powers - though he was careful not to show him anything large or predatory. Furthermore, though he lavished affection on Shifty, he became concerned about the possible repercussions of the little Shape Shifter mimicking him and took to wearing a surgical mask while testing his abilities.

The Shape Shifter developed rapidly from his initial larva phase to the point that the author had to give him a larger cage to comfortably accommodate his growing physique. To the Author's immense surprise, he even learned how to speak, learning new words at a phenomenal rate and even holding regular conversations - and often asking "Who am I?" unfortunately, it was here that the relationship between the two found itself on shaky ground: Shifty wanted access to the Journals, knowing that the Author had documented a whole host of creatures from around Gravity Falls within its pages and hoping that he could have this library of new forms. Though still indulgent of his pet, the Author declined because at least a hundred of the animals he'd documented were extremely dangerous.

Over time, Shifty became increasingly insistent in his efforts to obtain the Journals, to the point that McGucket recommended they simply freeze him, reminding the Author that they were only meant to be keeping Shifty around as a test of their cryogenics. Not for the first time, however, McGucket's protests fell on deaf ears.

The obsession with the Journals finally came to a head when Shifty went so far as to break out of his cage and take on McGucket's form, binding and gagging the real McGucket and locking him in a cabinet for good measure. He then sought out the Author, excusing his poor imitation of his assistant's voice as a sore throat and claiming that there had to be a solution for it in the Journal. However, the Author soon discovered the real McGucket, and after untying him, realized that his pet could no longer be trusted or allowed to roam free a minute longer. He quickly improvised a fairly-convincing replica of Journal 3 from an old plumbing manual, deposited it in one of the newly-finished cryonic tubes, and then told the Shapeshifter where it was; too excited to notice the trap, Shifty took the bait and was immediately trapped inside.

Journal 3 claims that the Shapeshifter was immediately frozen as the Author looked on, but by the events of "Into The Bunker," he is free and loose within the tunnels beyond the cryonics lab, and many of the cryo-tubes have been shattered to boot. To date, it's not certain if Shifty was able to fake being frozen and broke out as soon as the Author's back was turned, if he developed a resistance to the freezing and eventually broke out of his own accord, or even if the Author lied and couldn't bring himself to watch his beloved pet freeze - unwittingly allowing him to escape.

Whatever the case, it did Shifty little good: as soon as he was satisfied that 210 was secure, McGucket and the Author sealed off the bunker and vowed never to return until their work on an interdimensional portal was complete. With the only entrance hidden within a tree deep in the forests surrounding Gravity Falls and most of the security measures enacted, they correctly assumed that nobody would be able to find the Bunker without the Journal.

In their absence, the Shape Shifter went on eking out a living beneath the Earth, surviving on canned beans and whatever he could catch, alone except for the mole people, and growing more and more anxious to find the Journals with every passing year...

Into The Bunker

Perhaps thirty years later, while investigating the long-abandoned bunker for clues to the Author's identity and whereabouts, Dipper and Wendy end up being accidentally sealed in the lab with the Shape Shifter. Taking the form of the mascot for Baron Num Nums High Flyin' Beans, it poses as the Author, correctly assuming that the intruders won't know enough to poke holes in its disguise, and claims to be on the hunt for the escaped Shape Shifter.

Eventually, Dipper hands over Journal 3, much to the entity's delight; as it studies the book for new forms, Wendy discovers a bean can presumably be leftover from the Author's supplies and - after noticing the mascot - realizes that they've been had. Though they can steal back the journal after a tense stand-off, the Shape Shifter gives chase.

After luring the monster into a trap, Dipper, Mabel and Soos sabotage a pipe to blast a jet of water at the creature; however, Wendy ends up getting into a tug-of-war over the journal and is washed away by the ensuing flood. In the confusion that follows, the Shape Shifter takes Wendy's form and attacks her in one last attempt at retrieving the journal, hoping to trick Dipper into ending their stalemate by killing the real Wendy.

However, Dipper is eventually able to recognize the impostor thanks to a clue from the real Wendy and cleaves the Shape Shifter through the chest with a hatchet; while it struggles to recover, Dipper and Wendy shove the creature into the stasis tube and Mabel activates it, trapping the Shape Shifter for good.

In the last few seconds before its completely frozen, the Shape Shifter mockingly warns Dipper to avoid prying too deeply into the Author's secrets - or else face a fate worse than he could imagine. For good measure, he also provides a sneak preview of the last form Dipper will ever take, and transforms into Dipper himself, screaming in terror (foreshadowing his temporary death at the hands of the Lumberjack Ghost).

It's unknown what happened to the Shape Shifter afterward, but it likely remained frozen for the rest of its days, though it could have escaped during Bill Cipher's hostile takeover of Gravity Falls.


The Shape Shifter's default form is pale and slimy and rather reminiscent of an arthropod: though standing upright, its body is mounted on four arachnid legs, while its left arm is swollen into a massive claw and its right arm extends into a more functional three-fingered hand. This insectoid design extends to its face, including a set of bulbous pink eyes reminiscent of a fly's compound eyes and even a set of mandibles and mouthparts - with four curved fangs bordering its mouth and six smaller teeth inside the mouth itself.

Throughout the episode, it transforms into Dipper, Mabel, Wendy, a baked beans mascot, a Gremloblin, a gnome, the Hide Behind, and five currently unknown creatures: a three-eyed toad, an insectoid creature with a fist for a head, a caterpillar-like creature with an armadillo shell, a golem-like creature, and a mass of flames. During its brief appearance in "A Tale Of Two Stans," it also was able to imitate a coffee cup in a matter of seconds after being hatched.

However, the Shape Shifter is not limited to simply impersonating others, being also capable of warping its various shapes to monstrous extremes: while still impersonating the mascot, it rotates its head a full 180 degrees and sprouts a set of spider legs from its torso, and when unable to make up its mind between taking Dipper's form or Mabel's form, it simply takes the form of both - a double-headed arachnid monstrosity.


Cunning, deceitful, and more than a bit of a show-off, the Shape Shifter will do anything to escape from the bunker - from impersonation to outright murder. In its first encounter with Dipper and Wendy, it was quick-thinking enough to improvise a ruse to gain their trust just long enough to get its hands on the journal and patient enough to maintain the lie until no longer necessary. However, the Shape Shifter's patience is not limitless, and decades of waiting for a chance to escape the bunker has left it with something of a short fuse: after making a strained attempt to play at diplomacy with Dipper and the others, it eventually gives up and takes on one of its largest forms, loudly demanding that the "single-formed human weaklings" reveal themselves.

Its nature as a shapeshifter is not limited to its powers, as the entity seems obsessed with acquiring new forms: its first act after hatching was to take on the shape of the coffee cup next to it, and since then, its urge to learn new shapes have only grown. When provided with the Author's journal, it immediately began leafing through it for possible forms to assume, gleefully taking on the appearance of three of the monsters recorded within in quick succession; upon encountering Mabel, it's immediately pleased with the chance to take on her form - and merge it with Dipper's. In keeping with its nature as an actor, it also takes great delight in inspiring fear and awe in observers, not only taking on a variety of terrifying forms for no other reason than to intimidate its audience but - rather than making one final attempt at escaping the stasis tube - spends its last few seconds unfrozen taunting Dipper with the sight of his screaming face.


  • The exact origins of the Shape Shifter are unknown. It was found as an egg by the journals' author.
  • The Shape Shifter takes inspiration from the eponymous monster from John Carpenter's The Thing. However, the presence of a true form, with a rather plasma-like appearance and red eyes, reflects the description in the original novel, Who Goes There?.
  • According to 3, The Shape Shifter's DNA constantly changes, probably because of the forms he takes.
  • The cryptogram on the Shapeshifter's entry in 3 reads: "AM I ME?, IS HE ME?".


           Gravity Falls logo.png Villains

Bill Cipher | Jeff | Gnomes | Wax Figures | Rumble McSkirmish | Summerween Trickster | Gremloblin | Island Head Beast | Zombie Horde | Shape Shifter | Lilliputtians | .GIFfany | Hand Witch | Clay Monsters | Probabilitor the Annoying | Darlene | 8 Ball | Kryptos | Xanthar | Teeth | Keyhole | Hectorgon | Amorphous Shape | Pyronica | Paci-Fire | Lava Lamp Shaped Creature | Eye-Bats | Horrifying Sweaty One-Armed Monstrosity | Dippy Fresh | Mr. Whats-His-Face

Li'l Gideon | Stanley Pines | Fiddleford McGucket | Ma & Pa Duskerton | Blind Ivan | Blind Eye Society | Lumberjack Ghost | Nathaniel Northwest | Preston Northwest | Priscilla Northwest

Blendin Blandin | Time Baby | Anti-Mabel