A subsea tool changer comprises a housing; a rotatable carousel rotatably mounted within the housing and adapted to receive a plurality of selectively removable tools; a tool changer that can select a predetermined one of the plurality of tools from the carousel; and a power drive adapted to provide a predetermined function to a tool selected by the tool changer, the power drive further comprising a first power drive interface. In typical use, a selectively removable tool is placed onto the rotatable carousel which is rotated so that a desired selectively removable tool is positioned adjacent to a tool driver which is then mated with the desired selectively removable tool. The tool changer and mated selected removable tool are moved outward toward an outer boundary of the housing and the tool changer extended at least partially outside the housing outward towards a predetermined tool working position. The tool changer is then pivoted to position the selected removable tool to its predetermined tool working position.