The purpose of this study is to analyze the process of the characters’ changes in Thomas Middleton’s The Changeling in order to explore the social meanings they represent. The changes of the characters are caused by prohibited desire. Beatrice changes from a pure virgin to a whore, and De Flores from a loyal servant to a murderer, and also from a servant to the status of master. The fulfillment of the characters’ desires carries the meaning of challenging the contemporary society which was dominated by patriarchal and hierarchical order. The appearance of a woman and a servant who are very forthright about their inner desires reflects a change in this patriarchal and hierarchical society. However, what is important is that the challenge and fulfillment of the oppressed take the form of immorality. The dramatic society in The Changeling is often compared to the corrupted society of King James. The meaning of the changes in the woman and servant characters in this play reflects the changed society which is full of madness and folly. The subplot is a parody of the main plot. The characters’ changes are a different way to mock and challenge the foolish and mad society. The changes, symbolized by madness and folly, are caused by oppressed desires.