The prismatic, rainbow-hued skies of the Mindscape flashed overhead, an eternal storm of mental energy continuing in an endless sea. Copper and silver minds passed through the ether, glowing brightly as they either remained sealed or opened themselves to restore their mental energies.

One of those minds, open to the Mindscape as its owner was asleep, was suddenly jolted, before a diminutive, gremlin-like creature came flying out of it, blasted back into the Mindscape. The creature lay stunned for a moment, before it gathered its wits and prepared to charge back in before three more of the gray monsters emerged from the mind, screaming in agony.

They were just over five feet in height, with multiple small eyes dotting their warty faces above tentacle-whiskered mouths. Gray-colored, the wheezing, drooling things were lumpy humanoid masses of bubbling flesh, walking and shambling along as if they were puppets…which is in fact what they were, pawns in the hands of their hellish master.

Cobweb's minions-the Mindspawn.

Their opponent emerged from the mind seconds later, screaming in rage as she charged at the reeling mindspawn. She was a Sleepwalker, but a feminine one for all that, with curves and shapes that differed her from the males of her race, not unlike the differences between human women and men. Vengeance was in her lavender-glowing eyes as she wielded twin Mindrakes-vicious energy swords sometimes used by the Sleepwalkers against their most powerful foes-and charged at the creatures.

The mindspawn moved to strike back at the Sleepwalker, but she cut two of them in half with her Mindrakes before they even got close. She then released her warp vision, blowing one of the mindspawn to pieces before spinning around, her warp beams cutting through the crystal-like rock formations she stood on, and then cutting through the last of her foes as if it was not there.

The Sleepwalker shook in impotent rage, desperate to know where he was. She and her race were engaged in an all-out war with the depraved Cobweb and his minions, and the Sleepwalkers needed all the help they could get. They were just barely managing to hold on, and it was all they could do to keep Cobweb's monsters at bay while they searched for him.

Many of the other Sleepwalkers had given up hope, resigned to fighting to the bitter end, or traveling to other parts of the Mindscape to summon their brethren for assistance against Cobweb. The demon was exploiting the ever-worsening chaos created by the humans of Earth, whose minds inhabited this part of the Mindscape, to sow ever more hatred and bitterness in the minds of the vulnerable, relishing the chance to grow ever stronger.

Cursing, the Sleepwalker readied her Mindrakes and flew off.

Terren'sk…where are you…?


SLEEPWALKER ANNUAL

"MIND GAMES"


"So that's how it is, huh? All you do is just deny it! You won't even tell me the truth, you bastard?" the woman screamed at him.

"Karen…what the hell are you talking about?" her husband protested, dodging the lamp she threw at him, wincing at it shattered.

"All those late nights at the office, running off every weekend, not even coming home to your family after the fucking riots…what kind of father are you?"

"Dammit Karen, I already told you about all that!" Roy shouted back. "You know how it is in my job-these computer systems are so damn finicky, I have to keep coming in to fix them! And I tried to come home, but the cops had Times Square sealed off after that Spectra lady had her blasted light show! I had to pass security before I could get home! What am I supposed to do?" he demanded.

"Call a lawyer," Karen hissed at him. "Maybe one of your bimbos knows a good one. Oh, I get it-one of them is a lawyer, isn't she?"

Karen picked up her suitcase and stormed out of the house down to the car, where the children were waiting. She pulled out of the driveway, and roared off down the street, leaving a heartbroken Roy looking out the window.

Sixteen years of marriage…gone.

She wouldn't stop accusing him of cheating on her…but why the hell would he do that?

Why wouldn't she believe him?


"You sure this is a good idea, Theo?" one of the young men asked him. "I mean, going after the guy's dad…"

"Hey, he beat the hell out of my old man at that riot, and put him in the hospital," Theo snapped back at his three friends. "You think I'm just going to sit back and take that?"

"Yeah, but Theo-"

"He called my dad a traitor. My dad! He's worked his ass off for twenty years to put food on the table for me and my sister, and they call him a sellout for wanting to give us a better life? Who the hell does he think he is?"

"It'll be about ten more minutes, Theo," one of the boys said. They waited eagerly in the trees of the park, concealed by the chill November evening, waiting to gang up on the boy who had been so stirred up by Spectra's imagery and hatred that he had beaten Theo's dad so badly that he had had to be put in intensive care.


Cyrus O'Donnell stirred in his sleep, shaking his head as he finally came awake. He turned on his beside lamp and looked around his bedroom walls, seeing nothing but his familiar astronomy charts, Gundam anime posters, his telescope, computer, and multiple bookshelves. Nothing seemed out of place.

Still, the short, pudgy, brown-haired young man could not shake the feeling that something was wrong. Images of Red and Rick flashed through his mind, memories of the party at which the Bookworm had attacked. He began seeing images of the horrible Grendel as it smashed through the walls of the frat house, bowling him over before it broke through the front window, taking Red and Flash Thompson.

What was it Cyrus remembered about that night?

Red's eyes?

Peter's eyes?

Rick's eyes?

They were all looking at each other.

They had each others' back.

But none of them had looked at him.

Shuddering, Cyrus turned off the light, lay down and tried to fall asleep again.


Sleepwalker flew through the air on his nightly patrols, searching intently for any sign of trouble since Spectra's riots one week ago. The chill mid-November winds bit hard and cold, but the alien ignored them. He was tense, alert, ready for a fight. Every nerve was on edge, waiting for something to set them off.

It was not long in coming; a vicious fight had broken out between some shopkeepers and a group of homeless people, as they shouted and yelled at one another, brandishing knives, baseball bats and broken bottles. Sleepwalker heard a scream of pain, and he instantly dove for the scene, his mind racing like mad.

One of the homeless men screamed in pain, holding his battered arm as one of the shopkeepers moved his bat back into position for another strike. The other shopkeeper doubled over in pain as one of the homeless men punched him in the stomach, before the last one kicked him in the ribs as he slumped down. The first shopkeeper raised his bat and prepared to charge, right before Sleepwalker came down and snatched the bat out of his hand.

"What is going on here?" Sleepwalker demanded urgently.

"Those bums were going to rob my store!" the first shopkeeper shouted in his face.

"Bullshit!" one of the homeless men answered. "We were just passing by when these two psychos charge out of their stores and attack us! We didn't do anything wrong!"

"The hell you calling a liar!" the second shopkeeper said, struggling to his feet. "We saw you taking out your guns, and-"

"We don't have any guns!" another homeless man answered. "You think we're stupid enough to carry 'em, cops search us?"

"Enough!" Sleepwalker shouted, warping the pavement between the two groups to form a barrier between them. The two groups of men stood stunned, as Sleepwalker leapt over the barrier to confront the homeless men.

"You do not possess any firearms?" he asked them slowly.

"No, man," one of the homeless men said sadly. "They just came out of nowhere, charged at us. We don't want any trouble-we're just trying to live, same as you, same as everyone else."

"Besides," another man chimed in, "don't you think that if we had guns, we'd have used 'em when those guys attacked us?" He and his friends turned out their pockets, opened their bags, which contained nothing except their few possessions, meager as they were.

"Come on, Sleepwalker," the third man said. The alien recognized him-he was one of the men Sleepwalker had saved from Lullaby's thugs. "All we want is to live in peace, that's it. We have enough trouble surviving. You know that."

Sleepwalker nodded slowly. He could sense that the men were telling the truth.

And that wasn't all he sensed.

The shopkeepers finally found their way around Sleepwalker's barrier and charged at the homeless men, until Sleepwalker caught them by the arms.

"Let us go, you son of a-" one of the shopkeepers started.

"Listen," Sleepwalker said calmly. "How did you know that these men were going to attack you?"

"We saw them come at us, with guns in their hands!" one of the shopkeepers shouted.

"Do you not think that if they had guns, they would have used them when you moved to defend yourselves?" Sleepwalker said calmly.

The two shopkeepers suddenly stopped struggling.

"He has a point, you know," one of the homeless men said.

"But…we saw it," the second shopkeeper said. "I swear to God, we saw it…"

"You were deceived," Sleepwalker answered. "The illusion powers of that Spectra woman are so powerful, they have lingering effects spread throughout the city."

The two men looked at each other.

"Let's go…I don't…I could have sworn to it," they muttered in confusion.

Sleepwalker warped the barrier he had created, returning the roadway to normal so the men could return to their shops.

"What got into them?" one of the homeless men asked Sleepwalker.

"Hold no grudge against them," Sleepwalker answered. "They are but innocent victims, just as are you. They have fallen victims to lies and illusion, through no fault of their own."

Two of the men looked to the third, the one Sleepwalker had saved from Lullaby.

He nodded his approval, and they relaxed. He led them off down the street, searching for shelter for the night.

Sleepwalker stood calm and emotionless, but a perceptive observer would notice the shimmering of his lavender eyes. The alien boiled with impotent rage, almost ready to explode in a mad fury. He could almost smell it, so strong was the thing's presence, and knew that it had almost caused still more bloodshed.

Cobweb had been here.

The monster had struck again.

Tears erupted in the alien's eyes as he clenched his fists, shaking all over with…with….

He could hear the monster laughing.

He could hear the screams of the other Sleepwalkers.

He wanted to scream himself.

Sleepwalker took off into the sky.

There was nothing else he could do.

Yet.


Rick sighed with relief as he entered into the Students' Union Building, glad to be in from the November cold. He was catching up on his schoolwork, although he was still at a loss as to what to say to keep his parents from coming down without their getting suspicious. He had asked Sleepwalker, but the alien had been no help. He wasn't really sure how he could have phrased it to his friends.

Alyssa and Cyrus were waiting for him as he sat down at the table. Rick looked at them in surprise, and then the empty seat, taking out his binder and textbooks.

"Where's Peter?" Rick asked in surprise.

"Who knows," Cyrus grumbled. "Chances are, it's another photo assignment. And, of course, he didn't show. So much for my helping him with his Engineering class."

"Well, he's probably been busy with all those photo assignments he does," Alyssa answered. "Some of his pictures made it into the latest issue of Now magazine, with the new winter fashions. I heard that was where Spider-Man showed up to fight that big electrical thing. Too bad his first roll of film was crushed in the falling masonry-Gwen told me that his boss Jameson only gave him half the money he was promised."

"Poor Peter," Rick said. "If he didn't have bad luck, he'd have no luck at all."

"So, are we ready or what?" Cyrus asked. Rick and Alyssa nodded. "So, what do we start with first?"

"Hamlet," Rick said without hesitation.

"Hamlet?" Alyssa asked. "Why that one?"

Rick paused for a second.

"Well…he's just easy to understand, I think," Rick said. "He's-"

"He spends half the play moaning about his angst. Why didn't he just do the deed and kill Claudius?" Cyrus asked.

"Come on," Rick said. "His life gets turned upside down by a ghost coming into his life, saying he's got to do all these deeds to make things right. He's shocked and confused, but he wants to do the right thing. His head knows that he's got to do something, but it takes a while for his heart to adjust. He's torn between his desires and his duty, and it tears him apart. Does he live his own life, or does he do what he's told, not certain of what the consequences will be? Can he do both? Is it any wonder the poor guy's confused?"

Alyssa and Cyrus stared at Rick in astonishment.

"You came up with all that on the spot?" Alyssa asked. "That's amazing."

"How'd you come up with all that so fast?" Cyrus asked.

Rick panicked inwardly as he tried to come up with a response.

"I've…thought about it for a while," he said quickly. "All the time I haven't been around, I've been…studying."

"Well…that can't be all you do," Alyssa said uncertainly. "Remember, we're still here for you…"

"Hey, I know," Rick answered. "I just…it's been hard these last few weeks…"

Cyrus just stared at the two of them intently.

Had he just seen them winking at one another?

Or was it just an illusion?

"Look, are we going to study, or what?" he demanded.

Rick and Alyssa suddenly snapped out of it, and looked at him in surprise.

"Yeah…what's the matter, Cyrus?" Rick asked.

"Nothing," Cyrus grumbled in annoyance, irritated at the attention they were giving one another.

"You sure?" Alyssa persisted.

Cyrus merely shrugged.

"Hey man, if it seems like I've been blowing you off lately…" Rick hesitated. "I'm sorry. I really am. My life's been turned upside down this past month. What do you say, this Saturday, you and I do something? Whatever you want."

"I'll bring the Gundam Seed DVDs, you bring the pizza," Cyrus said slowly.

"Done," Rick said without hesitation.

The two men smiled weakly at one another.


Cobweb recoiled and exited Cyrus's mind, cackling with glee as he returned to the Mindscape. Sleepwalker's corrupted Imaginator had given him the power to go directly even into minds that were awake, and manifest in the human world. His powers of illusion and hypnotism had led him to exploit the feelings of hatred, anger and bitterness lingering in places where great conflicts and tragedies had taken place.

So far, the monster had used his illusions to provoke fights, instill jealousy, and break up friendships, as well as plant suggestions and ideas in the minds of powerful-and unscrupulous-men. He had learned of powerful crime organizations such as the Maggia and A.I.M., and he fully intended to enter their minds in the future. As for now…

He knew the Sleepwalker, his oldest enemy, among the very few beings to ever pierce his illusions, that he had trapped in the mind of the human could sense his presence in the real world.

And he knew that Sleepwalker, maddened by his predicament and desiring revenge, would come calling.

Once he had dispensed with the Sleepwalker, what then?

Places like Genosha, the scarred mutant homeland, and the ravages going on in the countries the humans called Zimbabwe or the Sudan, were open invitations to a thing like Cobweb.

The creature laughed hysterically.

He had never had such a wonderful time in all his long, long, very long life.


Jeremy Roscoe took a long sniff on the pipe, savoring the feeling he got as the contents entered his system, before he threw the glass implement over his shoulder, ignoring the shattering sound it made. Tall and powerfully built, with a mess of dirty brown hair and deep black eyes, his perpetual leering grin and his slow, smooth, sinister voice, often bursting into fits of giggling, made even the skin of his criminal associates crawl.

Roscoe was one of the most vicious thugs and enforcers in the New York branch of the criminal empire run by the mysterious individual known only as the Kingpin. No one had ever seen the "Kingpin", or knew his real name or what he looked like, but based on the orders the crime boss gave, Roscoe liked his style. Frederick Foswell, the Kingpin's lieutenant and Jeremy's boss, had sent Roscoe to deal with everything from mob squealers (something Roscoe particularly enjoyed) to the families of law enforcement officials and politicians who were getting too interested in the Kingpin's business to rival criminal gangs, especially the Maggia.

Jeremy always had a lot of fun on these missions, and enjoyed using everything from baseball bats to barbed wire to machetes to Molotov cocktails (or a combination of all of the above) on his missions. It had gotten to the point where Foswell took Jeremy's word for it that the mission was complete-hearing the details usually made Foswell want to curl up in a corner and throw up.

It was for another mission that Foswell strode into the room. Jeremy and his fellow thugs snapped to attention, ready for their next assignment.

"The Maggia heads are meeting here tonight at 11:30," Foswell, known as the "Big Man", informed them as he handed out the address. "I want them taken care of."

"Alive or dead?" Jeremy asked sweetly.

"Dead," Foswell ordered. "Why do you think I picked you for this job, Roscoe?"

Roscoe only leered in response.

Foswell couldn't help but shudder.


The factory in New York's garment district was a fairly well-maintained place, used for legitimate business pursuits during the day. At night, however, it was rented out to the Maggia, who demanded this service from the owner for the "protection" they offered, as well as the money they extorted. Upscale clubs or abandoned warehouses were the typical places one expected to find wealthy criminals-an ordinary factory was less obvious.

The senior Maggia member was Don Fortunato, meeting with his lieutenants, known by the colorful nicknames Hammerhead and Man Mountain Marko. One handled the narcotics trade, one handled the enforcement. All three were well into the details of the meeting when Roscoe and his gang burst in, firing their guns like mad.

Ducking behind a textile machine, Jeremy laughed maniacally as he fired at Marko, remembering the fun he had had in dealing with the guards…

"You got the silencers?" Stan Carter asked Jeremy.

"What kind of a wuss are you, Stan?" Jeremy grinned at him.

"What do you mean?" Ned Leeds asked him angrily.

"I mean, that I left the silencers behind," Jeremy snickered. "I'm going-"

"You stupid son of a-" Stan began. "How the hell are we supposed to take out the guards?"

"Easy," Jeremy said. "It's dark out…cold and dark. I sneak up on all eight of them, and slit every single one of their throats from ear to ear."

"What?" Ned said incredulously.

Jeremy's eyes glimmered in the moonlight, as his ugly leer grew even wider.

"Do any of you have a problem with that?" he asked slowly, ever so slowly.

Ned could feel his skin crawl, even as Stan shivered.

No one said anything as Jeremy walked off into the darkness.

None of the guards knew what happened-the silent killer stalked them in the dark, and destroyed them in an instant.

They never knew what hit them.

All they knew was pain and fear.


Sleepwalker had trailed the monster to this factory. He knew the demon had wanted him to come here, and he was well aware that it could be a trap. Above all, he knew the horror wanted his emotions to get the better of him.

Sleepwalker knew all this.

But, in his mind, he could still hear the other Sleepwalkers screaming.

The alien suddenly paused as he saw the gunfight occurring in the factory through the skylight in the roof. He had no desire to get caught in the deadly crossfire…until Cobweb suddenly manifested in the human world, much to the shock of the humans still alive in the factory. The monster unleashed its illusions, confusing the men and leaving them helpless on the ground.

Sleepwalker smashed through the skylight and unleashed his warp beams at Cobweb, who split himself open to let the beams pass between him before he turned himself into a wall of spikes, lunging at Sleepwalker. The guardian of the Mindscape warped the ground between them, raising a barrier that Cobweb almost slammed into, before the demon reshaped himself and oozed over the barrier, appearing to shape himself into a massive spiked club, coming down at Sleepwalker.

Sleepwalker was well versed in his foe's illusions, and leapt straight up, narrowly avoiding the spiked tentacles Cobweb used to try and catch him from behind. He spun around, unleashing his warp beams, which Cobweb barely dodged. All around them, the men continued to scream and fire their guns randomly, too confused and befuddled to even tell up from down.

Everything is pure chaos, Sleepwalker realized as he dodged several flying sewing machines Cobweb threw at him. This is exactly what he wants…

Suddenly realizing what Cobweb was about to do, Sleepwalker flew for the skylight like a bat out of hell. There was no way he could save the men, most of whom were criminals anyway…he would be lucky if he could save himself.

Sleepwalker had almost made it to the skylight when Cobweb unleashed a massive wave of mental energy, channeled from the Mindscape through the mind of Don Fortunato. The energy was charged with malice, hatred, sadism and depravity, overtaking every living thing in the factory. It hit Sleepwalker like a steamroller, sending him flying out of the factory to crash-land on top of one of the mobsters' cars, before rolling off it and smashing to the ground.

Staggered by the blow, Sleepwalker cursed himself as he got to his feet. Cobweb had almost lured Sleepwalker to his death, leading him on a merry chase, mocking him with the chaos he caused in the human world, until his anger and frustration got the better of him and leaving him wide open for Cobweb to nearly destroy him.

What infuriated the alien even more was that Cobweb was likely going to continue doing this over and over again. Anytime Sleepwalker showed up to battle him, he would just retreat into the Mindscape.

Screaming in frustration, Sleepwalker picked up the mobster's car, spun it around, and flung it into and through the walls of the factory, causing a loud crash as it spilled into the factory. Sleepwalker marched over to the hole in the wall and examined the factory.

A dozen bombs could not have done more complete damage. The machines and other inanimate objects in the factory were blown to pieces, a complete nightmare of a wreck. All of the men were dead as well-those who had not been shot to death had had their minds annihilated by the sheer force of the psychic energy Cobweb had channeled. Stronger and more resistant than any human, Sleepwalker himself had barely survived.

Taking a deep breath, Sleepwalker steadied himself before flying off into the night.

He needed to think.

Without Cobweb driving him mad.


Sleepwalker soon left the wreckage and the bodies behind.

Had he remained, and had his mind not been so distracted with other thoughts, he would no doubt have noticed how Jeremy Roscoe's body twitched and shuddered every now and again.

Perhaps, had he waited, he would have also heard the strange fits of giggling that echoed on the breeze every now and again.


"Your parents are coming in a few days?" Rick heard Alyssa ask him over the phone. "Why didn't you tell me?"

"Well…" Rick hesitated.

"We'd love to see them again, Rick," she continued. "What is it that's been bothering you for the last month? You haven't been the same since, like, the middle of October."

"Look, I've got to go," Rick said abruptly. "I'll see you-"

"You're not going to put that receiver down," Alyssa said firmly. "Not until you listen to me. We're getting sick of your little games, Rick. Not answering our calls, giving excuses to stay by yourself, getting angry and defensive when we ask you what's wrong. It's killing your grades, and you're turning into a shut-in. You can't just keep blowing us off when we try to help you."

"Alyssa!" Rick interrupted her.

"Look…" he began awkwardly. "Something really traumatic happened to me a month ago. I'm still trying to get over it, and I'm still trying to figure out how to explain it. But-and let me make this perfectly clear to you-when my parents come, I want you to be there. I'll tell you then-and when I do, you'll find out."

"…Okay, Rick. I'll be there. But please-for your sake-take it easy until then," Alyssa finished, before she hung up.

I'm sorry, Rick thought to Sleepwalker. But I can't take much more of this-if I don't tell someone, I'm going to go crazy.


In Rick's mind that night, Rick's consciousness met Sleepwalker as the alien was staring intently at the passage leading back to the Mindscape.

"Sleepwalker?" Rick asked. "I'm sorry I said all that to Alyssa, but I just couldn't take-"

Sleepwalker ignored him, instead looking back at the Mindscape passage and chanting in what sounded like some strange gargling, chirping language. As Rick listened, he could swear that…

"Sleepwalker?" Rick asked.

Again, Sleepwalker ignored him.

Rick was about to say something when suddenly the passage to the Mindscape began shimmering, before two more figures suddenly plunged into his mind. Sleepwalkers? One of them was a woman, with the curves and shapes, while the other was a very old man, even more gaunt than the other Sleepwalkers and covered in old war scars.

"What the hell's going on here?" Rick demanded.

Sleepwalker, the one Rick had had living in his mind for the last month, gasped in amazement, and suddenly embraced the female Sleepwalker, crushing her tight in his arms, as they began a flurry of the same gargling, chirping language to one another…language that Rick could understand.

"Terren'sk! By the Silent Ones, I never thought that…" the female Sleepwalker began.

"Sv'ara…I…missed…" the male Sleepwalker said in joy, as he pulled back the female's cowl, before kissing her.

"Hey!" Rick demanded. "Somebody mind filling me in here?"

All three Sleepwalkers looked at him, before the Sleepwalker who had become trapped in his mind spoke.

"You…have developed an understanding of our language," Sleepwalker said in the strange language. "It is, no doubt, because we are in your mind, and you are not limited by your human vocal chords."

"Uh…yeah," Rick answered. "So your name is-"

"Terren'sk? Yes, it is," Terren'sk answered calmly. "These are others of my race: my former comrade in arms Sk'obe, and my love, Sv'ara." The other two Sleepwalkers saluted him.

"I had not told you my name before because, when translated into your language, it would sound very crude and forced by my standards," Terren'sk explained. "I take it, then, that you have been searching for me?" he asked Sv'ara and Sk'obe.

"Yes," Sv'ara answered in a slightly throatier voice. "And it was extremely difficult," she said grimly. "I almost lost hope, as have many of our brethren already. We searched for you, but we could only spare so much time when not fending off the minions of Cobweb-"

"WHAT?" Terren'sk demanded, his face contorting in rage. "What has that son of a soul slug been doing-"

"One moment," Sk'obe demanded, cutting in on the conversation for the first time with a snarling, flint-edged voice. "Perhaps we should begin by your telling us what has been going on since your disappearance, and tell us something of what you have been doing."

Between them, Terren'sk and Rick explained how they had been fused, how Terren'sk had become trapped in Rick's mind, and what had happened since that time. Sk'obe and Sv'ara listened attentively, throwing in a question from time to time.

"So then, you are trapped here?" Sk'obe asked grimly. "And yet your help is most urgently needed against Cobweb."

"Hey, if he could leave my mind, we'd both be glad if he did," Rick said dryly. "Unfortunately, we're fused, or so Terren'sk says."

"I had suspected something along those lines, else Terren'sk would have returned to us," Sk'obe said grimly. "For that reason, my fellows and I have crafted this," he said, handing Terren'sk a strangely glowing pendant of midnight blue. "This is what I call a mental re-polarizer. It cannot break your fusion, but it will be able to reverse it so that your essence, Rick, may be contained in Terren'sk's mind, and thus be able to exit your mind. Such effects would only be temporary, however-should you awaken, your consciousness will return to your mind, but beforehand we may be able to find a way to break the bond separating you and Terren'sk. He will be able to remain in the Mindscape, while you will be returned to your mind."

"Why do you need to return to the Mindscape to do all this?" Rick asked.

"The bond could not be broken within your mind without destroying your mind as well," Sv'ara answered. "While your consciousness would survive, your mind would not, and you would become what humans often call a 'vegetable.'"

"And if we were to effect this separation, we could not do it so long as Cobweb is running free and causing mayhem and destruction in the Mindscape," Terren'sk finished. "I cannot force you to do this; it is a chance to break our bond and defeat the villain that is the cause of our current situation. It will be very dangerous, however; and I warn you that if I perish while you are in my mind, you will perish as well."

"Sv'ara…you really care about her, don't you?" Rick stated as much as asked.

"Of course he does," Sv'ara answered for him. "We have fought very long together against the horrors of the Mindscape, and I despaired at ever seeing him again."

"And Cobweb's been milking the situation in New York after the riots, hasn't he?" Rick asked.

The three Sleepwalkers nodded grimly.

"Then let's do it," Rick said determinedly. "Put that amulet thing on, and let's kick that fucker's ass. If I get fried-which I won't-then I get fried."

"You have no hesitation?" Sk'obe asked in amazement.

"None," Rick answered immediately. Rick and the Sleepwalkers saw images of Rick's parents, Kenny, Cyrus, Julia, Red, Peter and Gwen flash across his subconscious, before dwelling on an image of Alyssa.

Terren'sk raised an eyebrow.

"And just what is your motivation for consenting to this?" Terren'sk asked.

Rick merely smiled in response.

"Come on, man," he said. "You should know as well as anyone."


Rick was almost overwhelmed by the sensations, not only of being able to see through Terren'sk's eyes, but also to see the Mindscape in person. Terren'sk's images had merely made the other dimension seem strange and alien, but when seen first-hand, it was nothing short of spectacular. The rainbow-hued skies, the plant life of night blue, indigo and lavender, the glass prism rock formations and the copper and silver minds streaking through the ether like shooting stars filled Rick with a sense of amazement and awe unlike anything he had ever known.

If all this was not amazing enough, he was also struck by the overwhelming sense of joy he felt from Terren'sk, who was finally home after the time he had spent trapped in Rick's mind. Now that their situations were reversed, Rick understood more than ever his strange companion's perspective. They were heading towards one of the citadels the Sleepwalkers dwelled in, all spires and buttresses of a strange fluted material, colored blue and gold.

The conversations between Terren'sk, Sv'ara and the other Sleepwalkers reminded Rick of a family reunion, joy and relief flooding through Terren'sk's mind. He hesitated-was this what Terren'sk had felt, experiencing his emotions, seeing things through his eyes, trapped in his mind?

Damn, he thought.

Indeed, it is a joy to be home, Terren'sk mentally replied to him. Rick recoiled in shock, until Terren'sk spoke again.

The mind of a denizen of the Mindscape is rather different than the mind of a creature that must access the Mindscape to replenish its energies. You and I can communicate in a way that I cannot when I was in your mind-I could hear your thoughts, but I could not reply.

I see what you mean, Rick said back to Terren'sk. But how long is this little family reunion going to last? Remember, if I wake up, we're both going to be catapulted back into my mind, he reminded the Sleepwalker.

Indeed, Terren'sk replied. A Sleepwalker cannot rest for very long…sooner or later, the battle must begin anew.

Let us end this, he finished.


The Sleepwalkers tore through the Mindspawn, Terren'sk at their head, Sv'ara at his side. Terren'sk led the Sleepwalkers in an ages-old battle chant as he cut down yet another Mindspawn with a massive mindrake, shredding three more with his warp beams. The Sleepwalker, fighting alongside his people, always the one to defeat and imprison the demon Cobweb, was back and fighting like a being possessed.

Then, all of a sudden, it seemed to come out of nowhere. The atmosphere in the Mindscape began to darken, more Mindspawn began to flood onto the great crystal plains where the Mindspawn had gathered, as a pall seemed to spread over the battlefield. It drove the Sleepwalkers into a heightened frenzy, as more of the demonic minions and predators of the Mindscape arrived to reinforce the Mindspawn.

A sinister laugh began to erupt out of nowhere, echoing through the ears of the listeners and making Rick feel a chill of fear to his soul. The twisted, leering monster, slithering and writhing down towards them, grinning at the performance of its minions. The Sleepwalkers redoubled their efforts, fighting magnificently even as Terren'sk flew up to confront his foe, the bitterest of enemies.

If Rick felt fear and horror upon seeing Cobweb, all Terren'sk felt was simple, blood-red rage. He screamed in fury and charged the monster, slashing with his mindrake like a madman against the spiked and barbed tendrils Cobweb slashed at him. All Rick could do was watch as Terren'sk delivered a devastating slash to several of the tendrils, severing them as Cobweb howled in pain. The monster spread himself around Terren'sk, forming a network of barbed threads that struck him from every angle. Terren'sk took several hits, but felt no pain. Rick couldn't help but notice that the wounds of both Sleepwalker and demon were healing with surprising speed-they were both constantly absorbing mental energy, and were not bound by the limits Terren'sk had faced in the human world.

Warp beams flew, tendrils were formed into weapons, both combatants flew further and further into a rage as their blood feud rose to greater and greater heights. Rick simply could not find the words to describe how he felt, how Terren'sk felt, the twisted emotions that Cobweb conjured…

Then came the screams.

Cobweb's illusions were usually founded on lies, but this time, against his most hated enemy, the best weapon was the truth. The truth of the murdered Sleepwalkers, of the mayhem and misery Cobweb had spread while Terren'sk had been trapped in Rick's mind. Rick felt a sick horror at seeing what Cobweb had done, Terren'sk's anger simply rose to ever greater heights, his mindrake and warp beams unleashed in a blind frenzy now.

It was then that Terren'sk took a horrible blow to the back, even as tendrils rose from below to entangle his feet. Rick shuddered at the force of the impact, and then recoiled as he felt Terren'sk's legs being torn by what seemed to be hooks or barbed wire. If Terren'sk felt the injuries at all, he did not show it, instead continuing his merciless assault.

Terren'sk was in such a blind anger now that Rick could almost taste it, trapped as he was in the Sleepwalker's mind. A blow to the elbow-Rick heard a distinct cracking sound-claws tearing the back of the thigh, scything blades cutting either hip…and all Rick could see through Terren'sk's eyes were the illusions, that he was still fighting in a blind fury.

Rick suddenly understood.

"Terren'sk!" he shouted urgently.

Terren'sk made no reply either mentally or physically.

"Terren'sk!" Rick shouted again.

The Sleepwalker shuddered, seeming to register the pain of his wounds for the first time, just barely deflecting Cobweb's next attack with his mindrake.

Rick! What are you doing? Terren'sk thought urgently.

"This is just what he wants!" Rick called out to Terren'sk urgently. "You're playing right into his hands!"

Don't…interrupt…lies…Terren'sk thought confusedly.

"Dammit, it's not a lie and you know it! He's just trying to make you angry, make you forget yourself! Cobweb's illusions are just making you act the way he wants! He knows about your guilt, your loneliness, all that stuff! You can't fight back if you don't think straight!"

You think you know him? Terren'sk thought back urgently, but less angrily this time.

"You're damn right!" Rick shouted to him. "The shit he creates, he feeds off it, makes it take on a life of its own! You know that as well as anyone!"

Terren'sk suddenly whirled around and caught Cobweb full on with his warp beams, causing the monster to scream in pain.

"You want to beat him?" Rick called out. "Break the cycle! That's the way to do it!"

I…have beaten him many times before, Terrren'sk thought. Why should now be any different?

"This time it's different because he caught you in the cycle!" Rick shouted. "You've been through my thoughts? Now I've been through yours! I know how you feel, but you're not alone! I'm here with you! Don't let this bastard win! You know how he plays the game!"

Terren'sk finally slashed through the maze of tendrils and illusions with his mindrake. He banished the illusions from his sight, and focused dead on Cobweb. The horrified demon suddenly conjured more illusions, but Terren'sk blasted them all with his warp vision. He finally charged Cobweb, slashing him with cool, calm precision as Cobweb cried in pain. The demon suddenly recoiled and tried to flee as Terren'sk caught up to him, slashing off a large part of the demon's body and hacking away mercilessly until it came loose.

His Imaginator.

Focusing on it intently, he cleansed and purified it of Cobweb's influence, before focusing it dead on the demon, who merely stared back in blank horror.

"This is the end," Terren'sk blasting Cobweb head-on as the demon disappeared in a flash of light, banished to the nether regions of the Mindscape.


Terren'sk stood with Sv'ara and Sk'obe, wearing the mental re-polarizer and bearing his long-lost Imaginator. The Sleepwalkers were ready to channel their energies into the Imaginator, preparing to break the bond between Terren'sk and Rick, and returning Rick to his own mind…free of Terren'sk.

The dozens of Sleepwalkers focused their energy on the two artifacts, as Terren'sk closed his eyes, ready for the bond to be broken…

A loud, thunderous crash rocked the citadel to its very core as the Imaginator and the mental re-polarizer exploded, unleashing a massive wave of energy that knocked all the Sleepwalkers off their feet and caused Terren'sk to vanish in a wave of bluish energy.


At first everything was dark. All Terren'sk could feel was the cool, soothing energy of the Mindscape washing over him from above. As he slowly regained his vision, he looked around.

Rick's consciousness was standing over him, a look of deep concern on his face.

The passage back to the Mindscape was wide open, as Rick was still asleep. Instinctively, Terren'sk rose to return to his home….

…and ran head-on into the barrier, before dropping back into Rick's mind in horror and shock.

"The bond…our attempts to break it…" he said in a daze, shocked by what had happened.

Rick shook his head sadly.

"We couldn't break it," he said grimly. "But we couldn't say the same of your Imaginator…'broken' would be putting it mildly."

"It was…?" Terren'sk croaked in horror.

"Shattered. Destroyed. Kaput," Rick sighed.

"And the passage to your world?" Terren'sk could hardly fathom what was going on.

Rick merely gestured, and pointed to the wide-open portal, offering exit into the human world.

Terren'sk sank to his knees.

Sv'ara.

His family.

His home.

His life.

Gone.

"Terren'sk…I…I'm sorry…" Rick began. "I…"

"Terren'sk…" Rick's companion answered slowly. "In another life, I knew someone who was called Terren'sk. And I…"

"Are…are you…" Rick started.

"I am the Sleepwalker who can no longer remember his name," Sleepwalker said in a cold, grim voice, before flying to the passage leading into the human world and disappearing from Rick's mind.

All Rick could do was stare back at Sleepwalker's retreating form as he disappeared into the night.

(Next Issue: Rick meets with his friend Julia for a study session. But what will Rick and Julia say to each other? Their meeting is cut short when Julia is attacked by the mysterious light-powered supervillain known as Lightmaster! Sleepwalker must emerge to battle this new menace, but what will be the consequences of his sudden appearance? And why does Lightmaster want to kill Julia? All this and more in Sleepwalker #13: Light Up the Night!)