"To sleep, perchance to dream…

Ay, there's the rub…"

-Hamlet (III, I, 65-68)

We all need to sleep at some point. If we don't, our minds tire out, suffering and becoming weaker until we die. But why is that? What does sleep do to refresh our minds?

Our minds need mental energy to function-energy that can only be replenished by sleeping. When we sleep, our minds become connected to the Mindscape, a plane of existence that borders on the minds of all sentient beings. While we sleep and rest, our minds tap the Mindscape's power to replenish their energies and allow us to wake up refreshed and alert the next morning. Telepaths and others with special talents, such as the mutant Jean Grey, have special connections to the Mindscape that allow them to manipulate their mental energies in ways other humans cannot.

The Mindscape is akin to a solar system, with individual minds floating through it like planets. Sleepwalkers often entered briefly into these minds to destroy evil entities that would harm them, through the passages those minds formed to the Mindscape to replenish their energies while they slept. They always return to their home dimension through these connections, however.

The Mindscape is a very dangerous place, infested with monsters and demons who seek to prey on the minds of living creatures. It is also home to the Sleepwalkers-beings who protect our minds and do their best to prevent these mental demons from taking over or destroying our minds. Physically, they resemble tall, green hairless creatures with long limbs and mauve eyes compounded like those of an insect, clad in blue clothing with purple arm and leg wrappings, and a matching cowl. Aliens by any definition, they are the silent guardians who patrol the Mindscape.

Theirs is a lonely vigil, done without thanks or gratitude from those they protect. It's an endless struggle, something that they do without complaint, however much they may suffer or be forced to endure.



The Sleepwalker cursed as he flew down the channels of the Mindscape. How the hell could the monster have escaped so soon? While he had been occupied with Nightmare's legions, Cobweb had escaped his bindings. No matter how many times, the monstrosity still managed to escape.

So it was up to this Sleepwalker to capture the demon.


He saw thousands of minds, some connected to the Mindscape in sleep, others going about their daily lives. It was nothing very unusual for him-at least now they were at peace.

Except for one-the Sleepwalker saw Cobweb up ahead, preparing to invade an unsuspecting mind. The monstrous thing resembled some sort of long, sinuous ferret-like creature formed of webbing and rotten flesh that was constantly reshaping its body into more and more disgusting shapes and forms, crawling with a life of its own. It was a demon formed of a cycle of hatred, malice and revenge, despair and bitterness, that fed off the nightmares and suffering it caused.

The Sleepwalker accelerated, finally catching up to Cobweb just as it dove into the mind, before plunging in after it. He turned to confront Cobweb, blasting his warp vision at the monster. The warp vision of a Sleepwalker could alter the shape and physical characteristics of inanimate objects, but on creatures that were native to the Mindscape, it caused serious physical damage, although they did no harm to a being's mind.

Cobweb split itself in half and let the beams pass between it harmlessly. Laughing, it formed its arms into scything blades and struck at the Sleepwalker, who dodged quickly and sprang over the scythes, finally landing in front of Cobweb and blasting it at point-blank range.

Cobweb simply unraveled and seemed to pull away, laughing even as Sleepwalker advanced on it. Suddenly, he felt a tug at his belt, and whirled around to see another set of tendrils pull away his Imaginator, a device used by the Sleepwalkers to expel demonic creatures from sentient minds and imprison them in the Mindscape.

The Sleepwalker cursed. Of course Cobweb would have used an illusion formed of his tendrils-how could he have been so stupid? He rushed back through the passage to the Mindscape, until he finally saw the laughing monster come down to meet him, pointing the Imaginator right at him. The device glowed evilly, tainted by Cobweb's power.

"You use this device to imprison me in the Mindscape…" the creature hissed, as if it were a thousand frightened whispers or twisted thoughts of hatred. "Now let's see what kind of effect it has on a Sleepwalker, especially when I've…reworked it…"

Before the Sleepwalker could react, he was blasted head-on with the Imaginator, blowing him back into the mind. He suddenly felt heavier, slowly levitating to return to the Mindscape. He shook his head-something felt wrong, even as he came up to the passage.

He crashed head-on into the passage and was repelled. He shook his head and tried again to return to the Mindscape. Again he was denied entry.

And again.

And again.

In horror, the Sleepwalker saw the passage to the Mindscape close. Frantically, he tried to escape again, and came crashing back into the human mind.

He was trapped here.


Rick Sheridan, twenty-one year old English major at Empire State University, muttered groggily as he sat up in bed. He had had the strangest dream-a spider web-like demon and a green-skinned humanoid were fighting for control of his mind.

I really should stop watching the Sci-Fi channel before going to bed, he thought dryly.

Rubbing the sleep out of his eyes, he got out of bed, showered, washed and dressed, before eating breakfast and going to class. Taking his essay comparing Faulkner and Hemingway, Rick left his apartment and set out to school, idly thinking over the lectures he had today-English, American History, European History, Biology, Chemistry…the same routine he always had, more or less.

Rick ran a hand through his blond hair and marched into his first class and sat down, his blue eyes scanning the room for her. He smiled when he saw her-Alyssa Conover, the beautiful, brown-haired, green-eyed twenty-year old Dance major and Rick's major crush. She smiled back, and then sat down two rows in front of him. Rick liked sitting a row or two back-that way he could look without bothering her. They'd met in high school, and Rick had a crush on her at first sight, and they'd dated once or twice, but nothing had ever panned out...yet, at any rate.

Rick went through the motions of the day, before returning home to his apartment and doing some studying, eating fish sticks and soup before going to sleep early. He had a major biology exam tomorrow, and needed a good night's sleep.

The Sleepwalker looked up as the new passage formed in the mind he was trapped in. Suddenly, he noticed a second passage forming alongside it, going…somewhere. He tried the first passage, the one leading back to the Mindscape, but it repelled him as it had before. He decided to try the second passage-taking it couldn't be worse than staying trapped in a human mind. He entered through...

...and found himself standing in an apartment…the human's apartment?!? He glanced over at the bed and saw the human sound asleep. He recognized the place-he could see everything the human could, and had been forced to scour the human's thoughts for more information about the mind he was trapped in. That was the human…but why did he materialize on the human's plane? Whatever Cobweb had done to the Imaginator, it had trapped him in the human's mind…and also given him an exit into the human world.

So now what was he supposed to do?

Many of the human minds the Sleepwalker had visited in his duties had mentioned a number of prominent scientists, including one Reed Richards, experienced with aliens and other dimensions.

The Sleepwalker shrugged-if this Reed Richards was as experienced with other worlds as people thought he was, then he probably wouldn't be bothered by the alien's appearance. All he had to do was keep to the shadows-he was good at that-and he would make his way to Richards' headquarters. Moving silently as a whisper, the Sleepwalker moved across Rick Sheridan's apartment and slid open the door leading out onto the balcony, carefully closing it behind him before flying off into the night. His eyes were gleaming violet lights, the lights of a silent guardian in the darkness.

Jeff Hagees had always been a bright boy. Good with mechanics and engineering, an amazing pool player, he could have had a brilliant future ahead of him. That is, if he hadn't spent his youth running with a bad crowd, gambling in pool halls, and getting involved in petty crime. The money he made from pool hustling funded his engineering projects, and he had more fun causing hell for people.

Of course, even pool hustling only goes so far. And Hagees had been fired for everything from insubordination to stealing company property to fighting at the engineering jobs he worked at. Not that he really cared-Hagees just needed the spare parts and cash to prepare for his true calling.

"You know, I thought basing your schtick on pool motifs was such a stupid idea," Hagees's girlfriend Erica commented, before taking a swig of the imported German beer she had bought with the proceeds of his latest robbery. "I'd never figure to take a guy with an 8-ball for a head seriously."

"That's the whole point," the red-headed Hagees replied. Clad in a blue-black Kevlar suit with white gloves and boots, Hagees put on his helmet, painted to resemble a giant stylized 8-ball. "Just look at the Humbug-stupid gimmick, loser villain, got his ass kicked by Spider-Man. No one took him seriously. They're so busy laughing, they don't notice me shooting at them until I make mulch out of their skulls."

"Literally," Erica sighed. "You know how hard it is to get blood off your Hover-Rack without scratching the paint job?" Hagees's transport, a massive hovercraft designed in the shape of a pool rack, matched his pool themes nicely, as did the explosive ball bombs he carried and the dangerous cue stick he wielded, a weapon that applied massive concussive force to anything it hit.

"Don't say 'scratch'," Hagees scolded her, as he hopped up onto the Hover-Rack. "I'll be back in a few hours, babe. Don't wait up."

"Hold on, Jeff. Just how the hell are you going to drive that thing down the streets?" Erica stopped him.

"What do you think the cloaking device is for?" Hagees replied sarcastically, pushing a button on the control panel, masking the bizarre vehicle with the illusion that it was a beaten blue K-Car, one of a thousand that passed through New York City on a daily basis. "I can pass down the streets no problem this way."

Erica merely shrugged.

"And remember, babe-when I've got the helmet on, the name's 8-Ball."

8-Ball passed through the streets of New York casually on his way to the next bank, calmly and easily sorting through the ball bombs he would bring with him in case some super-hero showed up. His first two robberies had ended with him cleaning out the joint before anyone from the long underwear union showed up. He made some nice coin, but damned if he didn't want a challenge.

Fracturing the spines of common security guards was getting dull.

He sighed disappointedly as he pulled up in front of the bank, switching off the cloaking device and hopping off the Hover-Rack, before confronting the two security guards standing at the doors. They looked at each other in amazement.

"Who the hell are you?" one of them asked.

"8-Ball," 8-Ball replied casually, before leaping into the air, doing a back flip and landing gracefully behind a mailbox. He had been kicked out of a few dojos in his youth, but not before picking up some handy techniques.

"And I'm here to clean out your bank," he replied, holding up his cue stick and making a perfect shot on the mailbox. As if it had been thrown by the Incredible Hulk, the mailbox flew at one of the security guards and smashed him into the building with a sickening crunch, causing a massive dent in the bricks. Blood oozed out from the grisly scene.

"You…you sick son of a…" the other guard said in horror, drawing his gun and firing repeatedly at 8-Ball. 8-Ball just casually spun the cue stick, deflecting the bullets as he went. The guard eventually ran out of ammunition, drew his club and charged in a rage.

8-Ball merely reached into the bag at his side and pulled out a red ball, throwing it head-on at the guard before back flipping out of the way. The ball bomb's explosion blew a hole in the guard's chest that looked like a war injury, before he collapsed dead on the ground. 8-Ball merely stepped around the bloodstains. They deserve Darwin Awards, he laughed to himself as he went behind a car parked in front of the bank, giving it a casual flick with his cue stick. The car smashed through the front doors of the bank, stunning the workers and the few customers that remained at dusk, just before the bank closed.

8-Ball walked in after the wrecked car, looking around.

"You know the drill, folks. Hop to it and open the vault. And purses, watches, earrings, whatever else. Otherwise, well…" 8-Ball took a green ball bomb out of his bag, tossing it to the ground in front of him. A loud hissing erupted as the acid ate into the tile floor.

"You…monster! What are you doing?" 8-Ball heard an unearthly voice from behind. That didn't sound like any hero he'd seen on the news. Spinning around, he saw…

…a green-skinned humanoid with purple compound eyes, dressed in blue with a purple cowl and purple arm and leg wrappings. 8-Ball blinked and stood there a moment, as did everyone else in the bank.

"Who the hell are you?" 8-Ball asked casually.

The Sleepwalker paused. He had been on his way to Four Freedoms Plaza when he heard the gunshots and crashes, and landed to investigate. The bloody scene outside had sickened him, and now he faced the guards' apparent murderer. He thought of giving his name, but then remembered that human vocal chords could never pronounce it.

"Call me…Sleepwalker," he hissed at 8-Ball. 8-Ball shrugged his shoulders in disappointment.

"A newbie, huh? Nice outfit. I was hoping for Spider-Man or Daredevil for my first time against one of you hero-types, but I guess beggars can't be choosers." 8-Ball moved quickly to the car he had smashed through the front doors of the bank and flicked the twisted wreckage with his cue stick again, sending the huge mass flying at Sleepwalker.

Sleepwalker merely opened his eyes wide, purple beams shooting from them and opening a hole in the wreckage, which he easily passed through. His warp vision, usually used to harm the evils of the Mindscape, could also warp the shape of physical objects and alter their characteristics. He then cast his eyes on the ground, sending a wave of brick and concrete flying at 8-Ball. 8-Ball quickly dodged and pulled out a ball bomb, tossing it at Sleepwalker before he could react.

The ball exploded as it hit Sleepwalker, piercing his body with shrapnel and broken glass. Sleepwalker growled in pain, and was sent flying as 8-Ball shot one of the metal poles used to hold ropes that formed lineups for customers. Sleepwalker crashed into the wall of the bank, stunned for a moment before he began to pull the shards out of his body. He noticed 8-Ball running for the door as police sirens echoed out front.

8-Ball cursed as he emerged from the bank and saw the police officers beginning to swarm around the Hover-Rack. Muttering, he pushed several buttons on the Rack's remote control, causing it to rock back and forth, smashing the police cars gathered around it and crushing the officers inspecting it. The Hover-Rack approached as 8-Ball prepared to jump on, until he heard the sound of someone flying at him from behind.

8-Ball spun around just in time to be punched in the face by Sleepwalker, sending him crashing down the steps of the bank. Cursing, he took a red ball bomb out of his bag and flung it at Sleepwalker, who paused and suddenly looked at the ground, activating his warp vision.

One of the concrete steps of the bank rose up, forming a barrier to protect Sleepwalker. 8-Ball laughed, knowing the ball would simply blow through the barrier and hit the do-gooder with flying concrete.

To his amazement, the ball stretched into the warped step as if it were made of rubber, before it reflected and caught him full on in the chest, knocking him flat on his back and blowing a hole in his costume. The bastard made the concrete elastic! The Kevlar protected him from the worst of the impact, leaving him only cut and bloodied. He moved to shoot a tire from one of the police cars at Sleepwalker, meaning to kill him and get the hell out of here.

Sleepwalker released his warp beams again, aiming directly at 8-Ball's cue stick. It warped into a twisted U shape, squealing and grinding as it was broken beyond repair. 8-Ball cussed at Sleepwalker and ran for the Hover-Rack, but Sleepwalker used his warp beams again, ripping the front of the Hover-Rack open and tearing its engine to pieces.

Shouting in rage, 8-Ball charged at Sleepwalker with his bare hands. The alien merely dodged and punched 8-Ball back, shattering his helmet and breaking his nose. He used his warp vision one last time, taking some of the wreckage of the Hover-Rack and using it to bind 8-Ball. The criminal sank to the ground as several more police officers approached, not daring to get between the combatants until now.

"Hands up, both of you!" their sergeant ordered.

"I did not…" Sleepwalker began, hearing the shouts of the people in the bank, seeing the camera crew filming the fight, and the blood and carnage around him. "I prevented him from harming the people inside the bank! Those people could have been killed!" Why was the officer so angry at him? He had stopped the villain…was it his fault that the officers had been killed? He shook his head in confusion.

"Shut up!" the sergeant snapped, livid at seeing his fellow officers dead on the ground. "I don't give a rat's ass if you're Spider-Man. You caped psychos are all the same-"

Rick woke up suddenly. It was only nine o'clock? Well, he still had plenty of time anyway. He felt the call of nature and got up to go to the bathroom.

Sleepwalker suddenly faded from sight, to the amazement of everyone around him. They stood stunned for a moment, before the police sergeant came forward to pull 8-Ball into the police wagon that pulled up.

"You won't get away, at least," he snarled to the moaning criminal. "A dozen counts of murder, three counts of bank robbery…you're going up the river."

Several meters away, a reporter signed off before addressing her cameraman.

"You get all that, Bill?"

"Every minute of it after the guy with the pool ball on his head got sucker-punched down the steps by the green-skinned guy," Bill answered, patting the camera. "This footage is going to be shown on every TV screen in New York!"

Sleepwalker suddenly found himself back in Rick Sheridan's mind. He cursed angrily, realizing how it worked now. He was bonded to Rick's mind-whenever Rick slept, he could pass into the human world, but when Rick woke up, he would be pulled back in.

The human was soon asleep again, the connection to the Mindscape opening. Mental energy from the Mindscape began flowing into the mind, and Sleepwalker moved up to the passage, using some of the energy to heal his wounds and replenish his powers. He was skilled enough with these passages to draw extra energy for his own use without harming the human.

At least there were small blessings.

When things were as screwed up as this, Sleepwalker would need all the breaks he could get.

(Next Issue: Sleepwalker is torn over whether to reveal himself to his human host, as Rick Sheridan prepares for his date with Alyssa Conover. Meanwhile, a group of Iraq war veterans, killed and mutated by a government experiment, return to the United States with a vengeance as the Chain Gang! All this and more in Sleepwalker #2: Brothers in Chains!)