"You've got to be kidding me," Cyrus O' Donnell said to Red Ericsson as they sat watching a British soccer game on TV the next afternoon. "People have actually had riots over this game?"

"Worse than that," Red rolled his eyes. "El Salvador and Honduras even fought a war over it."

"El Salva-what?" Cyrus repeated in confusion.

"El Salvador and Honduras," Red replied. "They're a couple of countries in Central America-they actually fought a war over some soccer game in…'69, I think it was."

"That's got to be the stupidest thing I've ever heard," Cyrus muttered in disgust. "Riots, murders, political uproar, and wars over what's probably the most boring game on the planet?"

"That about sums it up, yeah," Red nodded.

"So why are we watching this again?" Cyrus scowled.

"Sometimes I like to remind myself of why we seceded from the British in the first place," Red laughed. "So what's the status of your application for the summer internship at Stark Enterprises?"

"I didn't make it," Cyrus said glumly. "Some guy from Metropolitan University got the position."

"Bummer," Red shrugged. "So, what are you going to do for the rest of the summer?"

"See if I can get a repair job somewhere," Cyrus replied. "Rick said that Peter Parker's uncle is an electrician-maybe he can hook me up with something. How about you? Still working in the warehouse?"

"Yeah," Red nodded, "although I should be able to get next week off. Kenny's still got that trip scheduled, right?"

"It's amazing what his parents let him get away with," Cyrus chuckled. "First he cons them into letting him borrow their big, expensive recreational vehicle, and then he talks them into letting him use that big mountain chalet they spent so much money on."

"And you're seriously complaining about that?" Red grinned.

"Hardly," Cyrus laughed. "What kind of a friend would I be if I didn't accept his invitation?"

They both laughed at this.

"Everybody else is coming too, right?" he asked. "Rick and the girls?"

"Rick said he and Alyssa were coming, but he didn't know about Julia," Cyrus replied. "He said he was going to stop by Julia's place today and ask her."

Red immediately sat up in his chair at this information.

"He's going to talk to Julia?"

"Yeah, he seemed kind of distracted," Cyrus shrugged. "He seemed almost…I don't know…embarrassed?"

"Really," Red nodded. "How was he embarrassed?"

"Damned if I know," Cyrus shrugged. "He kind of flinched when he mentioned Julia, though."

"Huh," Red noted, seeming almost pleased by what Cyrus was saying.

Cyrus was about to ask him about it, but then Red changed the channel to a football game, much to Cyrus's relief.

Cracking open another beer, the young man pushed his glasses back up on his nose and leaned back contentedly.


SLEEPWALKER #45

"KNIGHT OF THE LIVING DREAD"


The knock at her door caught Julia Winhill by surprise, but she was even more shocked to encounter Rick Sheridan and Alyssa Conover standing there when she answered it. They both looked hesitant and unsure, with Rick seeming particularly shamefaced.

"Hey," Julia greeted them both, inviting them in. "What's going on?"

"First things first," Rick replied, looking down in shame. "I owe you an apology after the way I treated you."

"You…what?" Julia asked, slightly confused.

"I mean about the way I blew up at you for not telling me about how you knew about Sleepwalker being trapped in my mind," Rick explained. "I was completely out of line, and Red called me out on it. I was just confused and upset, because…"

"That was about the time that I found out about the Sleepwalker," Alyssa stepped in. "I wasn't sure how to handle it. Things got kind of strained between us."

"And I took it out on you," Rick continued.

"But you were really upset," Julia noted.

"Yeah, but that's no excuse to lash out at you," Rick insisted. "I was a total asshole. Again, I'm really sorry."

"Hey, it's okay," Julia assured him. "Was that all you came here for?" she asked.

"No," Rick shook his head. "Actually, we were hoping to get some advice. Alyssa suggested that we should tell the guys about the Sleepwalker, or Bobby and Leah, at least."

"Good question," Julia frowned. "What else were you planning to tell them?" she asked, as she poured them some tea and they all sat down.

"About everything that happened to Mom and Dad because of Psyko?" Rick shrugged sadly. "No. I…I just can't. I can't go through that again."

"What do you mean?" Alyssa asked curiously.

"I mean they'll probably blame Sleepwalker for it," Rick explained, "and that's just about the last thing we need. They don't need to have this dragged up again, and the last thing Sleepwalker needs is any more grief over that. I mean, his guilt literally drove him crazy after that last time he tangled with Psyko."

"So…" Alyssa began.

"I know, I really should tell them…" Rick said, "but I just can't go through all that again. Bobby took it especially hard-we don't need to be dragging this up again."

"But that's just the same problem you had with us," Julia protested. "You didn't tell us, and then everything hit the fan when we found out."

"I know," Rick groaned, leaning back in his chair. "See why we're looking for advice?"

Julia only nodded, thinking hard on that one.

"So what about Cyrus, Red and Kenny?" Alyssa asked. "Were you thinking of telling them?"

"Yeah, but how could I tell them and not tell Bobby or Leah?" Rick wondered. "It just doesn't seem right."

"I can see why you don't want to tell Bobby or Leah," Julia spoke up, "especially with everything that's happened. But the guys would probably take it a lot more easily..."

"Yeah, but what if they freak out?" Rick wondered, rubbing his temples in agitation as the unpleasant memories of Alyssa's finding out his secret and his original plans to tell his parents welled up within him.

"How do you know they will?" Julia asked. "I mean, we're your friends, right? Alyssa and I got used to it…"

"Yeah, a lot of the reason I was freaked out was just because of how suddenly I found out," Alyssa added. "I mean, you're not alone in this-if the guys won't understand, we'll make them understand," she said determinedly.

Another memory flashed through Rick's mind, this time of the First Nations elder Silent Fox, who had befriended Sleepwalker and given the alien similar advice.

"Let me guess," Silent Fox said slowly. "You've fought a fair number of the costumed villains that this city seems to attract like flies, haven't you?"

Sleepwalker nodded.

"You knew what to do then, in battling them, did you not?" the elder continued.

" Most certainly," Sleepwalker answered. "But now I do not know what to do, I am-"

"-confused, ashamed, unsure of what to feel or what to do," Silent Fox finished gently. "You're not the only one to feel this way, my friend-your human host, the one you are bonded to, feels this way too, I am certain. It comes from fear, from uncertainty-enemies that do not wear costumes and that inflict far greater harm and grief than any costumed villain ever will."

"But what I am I to do? What is my host to do? When his friends or family react the way they almost certainly will,what will happen? Such knowledge is not easily dismissed or forgotten-how will they be able to ever look at him the same way again?" Sleepwalker persisted.

He shuddered as an image of Julia looking into Rick's eyes passed through his mind.

"But did you not ask yourself these things when you first became bonded to your host? How could you and he live, knowing what has happened? How were you able to carry on?" Silent Fox asked him in reply.

"We simply did,"Sleepwalker answered. "There was nothing else he or I could do. I cannot simply remain in his mind-my duty is my life, and I could do nothing else but continue my battles in the human world, much as I did in the Mindscape,"

"And let me ask you this," the old man continued, his eyes twinkling. "How do you or your host know how his friends and family will react when they know of your bond, or do you simply assume the worst based on your fears?"

"…You're right," he finally realized, "but…please…none of the stuff about Mom and Dad, any of the other stuff Sleepwalker has done, or anything like that. Like I said, I don't want to have to go through it again."

Alyssa and Julia only nodded in agreement.


The Domino Hall was just like any one of a hundred other bars in New York, where patrons could spend their nights drinking, socializing or gambling. It was also well-known for providing some of the best games of pool in the whole city, with almost a dozen tables at the back of the main room. It was popular for local tournaments and private games, and enjoyed a great reputation among the amateur players.

To the red-headed man that stepped into the Domino that night, it was almost like coming home again. Stepping up to the bar and ordering a beer-nothing too fancy, as he didn't want to seem conspicuous-he sat for a few minutes before strolling to the back of the bar and paying to shoot a rack of balls. He picked a pool cue at random off the wall-that was one of the rules, to never use a personal cue, especially if the others could tell it was personal-before making random shots at the balls.

One game, then two, passed before the red-headed man saw his victim approaching. A taller blonde man smiled invitingly at the redhead, already holding his cue stick.

"You're not too bad," the blonde man grinned at the red-haired man. "You up for a game?"

"A game?" the redheaded man asked in surprise. Already the red-haired man noted that the blonde man was a perfect sucker, as the latter's cue was unadorned and looked pretty shabby. To the red-haired man's practiced eye, though, it was undeniably high-quality. It was a typical hustler's trick, to use a professional cue that looked crappy but was actually high-end.

The red-haired man, of course, could spot a sneaky pete from a mile away.

"Nothing serious, just for a beer or two," the blonde man replied. "You up for it?"

The red-haired man was careful to look slightly skeptical, before shrugging and nodding.

"What the hell, sure," he nodded. "What's your name?"

"Reggie," the blonde man replied, as he set up the rack. "What's yours?"

"Jeffrey," the red-haired man replied. "Care to start?"

Reggie only nodded, before he made his first shot.

As the game progressed, Jeffrey recognized it all. Reggie was sandbagging, trying to disguise his real ability as a player. He made lemonade strokes, intentionally bad shots that gave Jeffrey a strong advantage, to the point where he was selling out, making Jeffrey win easily.

"Hey, you're pretty good," Reggie complimented Jeffrey, who made sure to only play average. Too badly and Reggie might suspect something, too good and Reggie wouldn't go for the third game. All the while, Jeffrey also made sure to appear looser and more relaxed in response to Reggie's friendly patter, which would lead him to propose the second and third games. It was all happening the way Jeffrey expected-Reggie seemed to make complicated shots just by luck, while missing other obvious ones that Jeffrey was able to sink.

The first and second games, both of which Jeffrey won, were just for beer. The third one was the one that was for the big money-the goal of the hustler was to leave his mark, the sucker he was playing against, overconfident and thinking he'd be able to make some quick cash against the hustler. That was when the hustler started playing for real, bleeding his mark dry.

When they began playing for real, both men revealed their true skill. Reggie was good, as he sank two balls. Unfortunately, Jeffrey's shots left Reggie stunned at their skill and accuracy, throwing the blonde hustler off his game as he tried to keep up. Grinning wickedly, Jeffrey closed the trap as he sank one impossible shot after another. One final double the rail shot later, the 8 ball had been sunk and half the people in the bar were watching Jeffrey's mesmerizing performance.

Reggie had been cocky and overconfident when the game began, but he became increasingly pale and unnerved, to the point that he appeared ready to faint by the time Jeffrey sunk the 8 ball with his final bank shot.

"I believe that's about four hundred and fifty bucks you owe me," Jeffrey smiled sweetly.

"How…how…what the fuck did you just…" Reggie stammered.

"Come on," Jeffrey rolled his eyes. "I know all the tricks. You lure a sucker in, get him to play for money, and then you show off your real skill. I find it's more fun to turn the tables on the pool sharks."

Reggie flinched, as several of the other bar patrons began laughing and applauding. He'd heard of another pool hustler, one who specialized in ripping off his fellow sharks by spotting their tricks and then pretending to be an easy mark that they could sucker.

"You…you're Jeff…" he mumbled.

"That's right," Jeffrey grinned. "Jeff Hagrees at your service, better known as 8-Ball."

Several of the rest of the bar patrons gasped. Some of them recognized Jeff as a pool hustler, but many more recognized the costumed supervillain known as 8-Ball. They began muttering among themselves, unsure of what to do. Few of them were inclined to call the police, as most of them could be nailed in their own right.

"What the hell do you want here?" another bar patron asked.

"Mostly to just watch the game in peace," Hagrees rolled his eyes. "Here's hoping the Mets can pick up the pace!"

Many of the other patrons began muttering angrily, as the Domino Hall was well within New York Yankees territory. Behind him, Hagrees could hear the sound of knives being pulled from their sheaths, and at least one gun being cocked. Turning around on the bar stool he had sat down on, Hagrees didn't seem the least bit impressed by the half-dozen bikers and hoods who now pointed their weapons at him.

"Please," he rolled his eyes. "You guys really want to do this?"

"You're a fucking loser, Hagrees," the thug with the gun muttered, as his buddies began to laugh. "Every time you went out, you got the shit kicked out of you by that Sleepwalker guy."

"Too true," Hagrees noted, leaning back and finishing his beer with a nonchalant attitude. "But bear in mind that Sleepwalker's also fought a hell of a lot of other villains. Does the name Psyko ring a bell?"

That sent the thugs rolling back on their heels, as they all shivered involuntarily. In criminal circles, Psyko had become arguably the most feared supervillain of all, the one whose names other supervillains invoked when they wanted to terrify one another.

"With that in mind," Hagrees grinned, as he reached into his jacket and retrieved a small round object, which he threw at the men as he expertly backflipped onto the bar, "I'd like to think I've done pretty well for myself," he grinned as he sauntered away. The thugs didn't bother replying, writhing on the floor screaming in pain from the exploding shrapnel of the ball bomb Hagrees had thrown at their feet.

Two more patrons came charging at Hagrees, who simply leapt off the bar and kicked one of the men in the face as he came town, knocking the other one out with a one-two punch to the face. He dropped another ball bomb, this one exploding in a bright flash of light that threw off the aim of the men who were cocking their guns. Stumbling around blinded, none of the bar patrons noticed Hagrees strategically planting ball bombs all around the bar.

Whistling merrily, Hagrees strolled out the front door before pressing a remote control in his pocket, which caused the ball bombs to detonate, consuming the Domino Hall in a bright explosion that lit up the night.

He'd managed to lift several wallets as he was planting his ball bombs, not to mention he'd cleaned out the till of the bar, coming out ahead more than $2,000 ahead.

Two thousand bucks, fourteen people dead, and a destroyed bar.

Not bad for one night's work.


In the 13th century AD, the nation of Latveria was plagued with bandits, foreign raiders, and murderers. Although over the centuries it was repeatedly conquered and ravaged by everyone from the Russians to the Ottoman Turks to the Poles to the Swedes to the Finns to the Lithuanians to the Germans to the Hungarians to the Symkarians, Latveria had enjoyed a few years of independence at brief points in its nearly fifteen-hundred year history. Unfortunately, during those times the hard-luck nation was typically invaded by outlaws and malcontents from every other country in Eastern Europe, who brought misery, death and suffering in their wake.

To make matters even worse, many Latverians had no problem with robbing and murdering their fellow citizens, further driving the country into ruin. The most legendary of these was the murderous Bram Velsing, a black knight who became known as the Dreadknight for his bloody rampages through Latveria. Coming to prominence as a resistance leader who helped drive the Poles occupying Latveria out of the country, Velsing had initially been seen as a potential king who could unify and defend the realm. Unfortunately, Velsing soon showed that all that interested him was murder, blood and chaos.

For nearly twenty years, the Dreadknight raped, brutalized and slaughtered his countrymen, until he was finally slain by a Hungarian expedition who had invaded Latveria in retaliation for the Dreadknight's raids into their territory. The Hungarians proceeded to defile the Dreadknight's corpse by burning the flesh to ash, shattering the bones, and burying what was left of his remains across Europe.

The Dreadknight himself was cast into hell for his crimes, where his soul would languish for almost seven hundred years.


The ghoulish thing that sat in the corner of its cell in the Ravencroft Asylum for the Criminally Insane used to be called Nelson Gruber, although he had long since abandoned that name. His old appearance was a thing of the past, the scrawny but normal man having been transformed into something that resembled a skeleton covered in a tightly stretched layer of dead white skin. Thin patches of ink-black hair sprouted at random from his head, and his eyes were those of a dead thing, for all that they glowed with a hellish black light. On the rare occasions he moved, his jerky movements were more like those of a marionette than a normal human.

Driven completely mad by the sadistic bullying and abuse he had endured from his fellow students in high school, the being that was once Nelson Gruber but now the Bookworm had thrown himself into the study of demonic magic, seeking vengeance on his tormentors. His studies had given him the ability to bring the written word to life, creating real-world duplicates of anything he read. Becoming the master of his own perverted fantasy kingdom, the Bookworm had sought his revenge, only to have been opposed by the Sleepwalker.

Imprisoned after his defeats, the Bookworm had been broken out by Psyko and participated in the murderous invasion of New York City, only to regain his senses after Psyko had been defeated by Sleepwalker. Escaping capture, the Bookworm had fled into the countryside, but very nearly perished from starvation and exposure until he had been found by the mutant Tarot, who had suffered miseries similar to his own. With what he believed to have been a soulmate, the Bookworm had tried to resume his campaign of revenge, only to be betrayed by Tarot and thwarted by the Spider-Woman. Now, once again, he was imprisoned in Ravencroft Asylum.

Of course, the Bookworm had prepared for such an eventuality. During his time with Tarot, he had used both her creations and his own to retrieve a number of the books he said he needed for his abilities to work. Hidden in one of these books was a very special, very magical scroll he had discovered in his research-a page from the Darkhold, a very special book of demonic magic.

Anyone who read from a page of the Darkhold could use the power of its creator, the demonic Cthon, to obtain terrifying supernatural powers. The Bookworm, who already possessed his own bizarre powers related to the printed word, was able to join the Darkhold's magic with his own, and invoke Cthon's powers in a way no ordinary user could.

Reading the scroll had given the Bookworm the ability to invoke its power when he so chose.

Now, trapped in Ravencroft Asylum, he called on that power.

He was kept blindfolded so that he could not read anything, which it was assumed would keep him from reading his powers. To make extra sure that he would not be able to read anything, the Bookworm was also fitted with a pair of special power-dampening restraints, which were meant to prevent superhuman prisoners from using their powers to escape.

Contrary to his name, however, the Bookworm did not specifically need a book to use his powers, nor did he even need to read something with his eyes. Simply being able to read and recognize the symbols with his fingers, much as blind readers did with Braille, was enough for the Bookworm's powers to function. Similarly, while the power restraints designed by Reed Richards and manufactured by Stark Enterprises were highly effective at neutralizing the powers of mutants and mutates alike, they were utterly ineffective against the power of magic. The Bookworm had let his fingernails grow out, to the point where he used them to cut the runes of power into the padding of his cell. He had spent many long hours sitting in the corner, raving to himself to keep the security cameras distracted while his hands worked diligently on the padding.

With the preparations complete, the Bookworm began running his fingers back and forth over the runes, reaching out with his mind to Cthon as he used his inherent magic to channel the runes to life, just as if he were reading from a genuine scroll of the Darkhold.

cthon i call on you

hear my pleas

bless me with your power

blood cries out for vengeance

my soul is yours

bring sorrow and death to my enemies

It was then that the Bookworm heard Cthon's reply. He connected all his pain and sorrow with the demon lord, letting the demon hear his cries and his rage. The Bookworm channeled his hatred and his rage, his loathing for everyone from Flash Thompson and Red Ericsson to Alyssa Conover and Sleepwalker, focusing on the mysterious green-skinned hero. Everything focused on his hatred for the Sleepwalker, the source of his misery and pain.

And Cthon responded.

lord of the lower reaches

grant unto me a champion

a warrior born of hell

may he bring blood

may he bring death

may he bring slaughter

It was then that the Bookworm's mind saw what he was looking for. A murderer, a horror born, drenched in blood, who brought disaster and misery to his own countrymen. An unwavering creature that did not stop until its target was slain.

Come to me! the Bookworm said in his mind, reaching out to the Dreadknight's tortured soul.

Who dares? the Dreadknight responded, roused from centuries of torture and hell by the intrusion. Why do you disturb me?

Through the aegis of Lord Cthon, I call upon you, the Bookworm replied. Obey your master, lest you feel the wrath of the Great Dread One.

You presume to command me? the Dreadknight screamed back, beside himself with anger. No man is my master, no demon is my lord!

Until now, the Bookworm replied. By sheer will, he wracked and twisted the Dreadknight's soul, causing the murderous knight to scream in anger and pain. The Dreadknight's essence was twisted inside and out, back and forth, upside down and right side up, taken apart and put back together again.

You shall pay for your insolence! the Dreadknight shrieked, out of his mind with rage.

You know that you cannot harm me, the Bookworm spat, unimpressed by the Dreadknight's threats. Nor shall you ever again rest, until the Sleepwalker is dead. You shall know no peace, you shall know no rest. Your life, your soul, your very existence are mine forever.

Invoking the power of Cthon, the Bookworm took full control of the Dreadknight's spirit, ripping it from the bindings that kept it trapped in hell. As the Dreadknight screamed in agony, dislocated from his home, the Bookworm returned him to Earth, imbuing it with but one mission, a goal that suffused its miserable existence.

Destroy the Sleepwalker.


During most of the days when Rick was awake, Sleepwalker typically spent his time meditating or casually observing the human world. Now, however, with Rick seeming to have patched things up with Alyssa, Sleepwalker found his thoughts drifting back more and more to the Mindscape.

Now, every time he closed his eyes, he saw again the beautiful rainbow-hued skies, crystalline valleys, indigo and purple plant life and copper and silver minds that danced through the ether like shooting stars. Sk'obe, Esk'odin, and the rest of his companions wore on his mind, and Sleepwalker could imagine them fighting to the very last against the horrors of the Mindscape, demons like Cobweb and the Shadow King.

He was further reminded of his shame whenever he thought of Sv'ara.

And indeed, what would N'ogskak think of him?

"Sleepy?" Rick asked, materializing in his mind.

Roused from his trance, Sleepwalker looked around in surprise and saw both of the portals in Rick's mind wide open, not having noticed Rick falling asleep.

"What is the subject of your inquiry?" Sleepwalker asked, stretching as he prepared to set out into the human world.

"What do you think of our plans to reveal you to the rest of my friends?" Rick asked. "I didn't really want to commit to anything without getting your take on it first-"

"Whatever course of action you may choose," Sleepwalker noted dismissively, "I have the fullest certainty and confidence that it shall demonstrate the appropriate foresight. And now, by your leave-"

"You okay, Sleepy?" Rick asked, grabbing Sleepwalker by the arm. "You look like you're still bummed out about something."

"You need not trouble yourself with such considerations," Sleepwalker shook his head.

"Come on, not this again," Rick sighed. "Sleepy, you can't still be beating yourself up about being trapped in my mind. It happened, alright? Don't tell me you're still buying into all that bullshit Psyko fed you…"

"Such is not the main explanation for my current melancholy," Sleepwalker shook his head. "My concern is more for the Mindscape, my people, and my home. When I look through your eyes, and see you live your life, it serves as a stark reminder that I am fundamentally alone in this world."

"But…Sleepy, you're not alone," Rick said gently. "What about everyone you've come to know on Earth? You know Julia and I have always got your back-and the rest of us will too once they find out about you. And what about Spider-Man, the Thing and all the other heroes you've been palling around with?"

"Your comprehension of the situation is somewhat incomplete, albeit through no fault of your own," Sleepwalker replied. "You are a human who lives in a world of humans, surrounded by and interacting with your own race on a daily basis. You partake in an experience shared by all your race on at least some fundamental level. Even such mutated entities as the Thing share this experience-while he has an appearance many would consider as monstrous, his heart and mind are still those of a human, and the source of his own personal difficulties comes from the disconnect he feels from those other humans around him."

"Okay…" Rick trailed off, not sure where Sleepwalker was going. "So what does that have to do with you?"

"I am fundamentally alone in the sense that I am a Sleepwalker in the world of humans," Sleepwalker replied. "As intimate as my friendships with yourself and other sympathetic humans may be, this world is still not my home. I find my thoughts returning to the Mindscape, and my old frustrations at my inability to return to the place of my birth. I think of Sv'ara and N'ogskak, and I wonder what opinions they have now formed of me."

"Sv'ara I recognize, but who's N'ogskak?" Rick asked.

"N'ogskak is my elder brother, a great warrior among the Sleepwalkers," Sleepwalker replied. "Many years ago, perhaps a century and a half by your chronological standards, he disappeared after traveling to a far-off corner of the Mindscape to establish further links with the Sleepwalkers of that region. Since then, many of the Sleepwalkers in Cerebrum, that region of the Mindscape that is my home and that the minds of your universe in habit, have sought to honor N'ogskak's memory in their battles against the darkness."

"So, you…" Rick began, as he started to realize what Sleepwalker was getting at.

"My memories and my yearning for my home and my people have grown all the stronger since our fusion," Sleepwalker replied. "No longer may I connect with my dearest Sv'ara, nor may I fight alongside N'ogskak, should he ever return. For all that I truly and sincerely appreciate the connections I have made in the human world, ultimately they cannot supplant my affections for the Mindscape, my true home."

Rick didn't know what to say.

"Well…is there anything I can do?" he finally ventured.

"You have already done infinitely more than could be legitimately asked of you," Sleepwalker shook his head. "Permit me to express my most profound and sincere appreciation, but there is little more that can be done for the nonce."

So saying, he made for the portal leading to the human world.

"All that remains is the battle, eternal and everlasting."


Flying above the summer New York skyline made Sleepwalker realize just why he found those shimmering lights so beautiful, and why they so keenly reminded him of home. They were much like the minds that soared through the Mindscape, each with its own story to tell and each making the skyline as a whole brighter through its own efforts.

He felt so happy and so sad all at once.

It was while he was flying by the cemetery that he felt the sudden chill. All around him everything suddenly turned dark and cold, as he felt something akin to a vague scream in his ears. Whirling around in alarm, Sleepwalker saw something that sent a thrill of horror down his spine, for all that he had spent centuries facing the terrors and nightmares of the Mindscape.

A hideous, skeletal thing flew at Sleepwalker, screaming an unearthly howl. It was constructed of human bones, many of which appeared disjointed and unnaturally long or short, as if the monster had been constructed by assembling bones from many different corpses. It wore a winged, open-faced helmet, gauntlets and boots, and a breastplate decorated with another human skull on the front, all of which were assembled from twisted and broken metal. A long, tattered cape of filthy, rotting material hung from its shoulders, and it carried a long, murderous-looking lance of twisted, broken metal.

The creature's mount was just as repulsive, a giant horse-like creature that was also constructed from what appeared to be a ghoulish mix of human and equine bones. What would have been giant bat wings sprouted from the monster's shoulders, had there been any flesh to the wing bones. As it was, the hellish horse flew as though supported by magic, flapping its wings.

The skeletal monstrosity pointed its lance at Sleepwalker, unleashing a wave of purplish black energy that the alien hero twisted out of the way to dodge. Much to Sleepwalker's horror, the energy tore a massive gouge in the earth where he had been standing. It fired another blast, which Sleepwalker dodged before returning the attack with his own warp beams.

"What are you?" he shouted in a rage, catching the monster dead on with his warp vision. Much to Sleepwalker's surprise, however, the skeletal knight and his mount seemed to fight back against the power of his warp beams, before shrugging it off.

"I am the Dreadknight!" the creature screamed, as it charged in and stabbed at Sleepwalker with its lance. Rolling out of the way, Sleepwalker aimed his warp beams at the ground, tripping up the skeletal knight's horse and causing the knight to fall to the ground. He was on his feet in an instant, forcing Sleepwalker to dodge with another energy blast before leaping onto his mount again.

"Mark the name well, creature, for it shall be the last you ever hear!" the Dreadknight shrieked, charging it with a blow that would have skewered Sleepwalker had he not been faster. As it was, the Dreadknight spun around on a dime, tearing a long gash across Sleepwalker's back with the lance. Twisting around in agony, Sleepwalker tried to counterattack but was blasted point black by a bolt of energy from the Dreadknight's lance and sent flying to crash heavily into a tree, before bouncing off and hitting the ground.

The Dreadknight charged again relentlessly, forcing Sleepwalker back. Thinking quickly, the alien focused his warp vision on the tree, twisting it down and entangling the Dreadknight, before taking him right off his horse. Sending the horse flying off in one direction, the warped tree branched viciously slammed the Dreadknight into the ground twice. The skeletal horror lost his lance the second time, and it was then that Sleepwalker flew down and grappled the Dreadknight, spinning him around and sending him flying before blowing him out of the air with his warp beams to crash heavily on the ground.

It took the Dreadknight several seconds to stagger to his feet, apparently battered from the tossing Sleepwalker had given him. Sleepwalker had turned around to attempt to break the Dreadknight's lance, but the weapon vanished in a flash of black fire, before reappearing in the Dreadknight's hands. The Dreadknight charged at Sleepwalker on foot, during which time the alien gathered up some of the broken branches of the tree he had warped. Using his warp beams again, he reshaped and hardened the wood into the sledgehammer he preferred to wield in combat.

Sleepwalker would have braced himself to meet the Dreadknight's charge, except that he heard the knight's skeletal horse come charging at him from the side. Sleepwalker leapt into the air, blasting the creature a second time with his warp vision. This time, the horse-thing blew apart, shattering into a scattered pile of bone. Sleepwalker had no time to celebrate his victory, as the Dreadknight struck almost immediately after.

The two creatures parried and countered, Sleepwalker striking a number of blows that seemed to stagger the Dreadknight, while the Dreadknight's lance tore several ugly gashes into Sleepwalker's body that wracked the alien's body with pain.

"Why do you assault me?" Sleepwalker demanded above the clash of their weapons.

"The Bookworm has commanded it!" the Dreadknight screamed back, a manic hatred apparent in his voice. "Bound am I by his magic, denied my eternal rest so long as you live! Never again shall I know peace, shall I know freedom, while you draw breath!"

The Dreadknight's confession only fuelled Sleepwalker's rage when he realized that his old enemy was involved. He viciously smashed away at the Dreadknight, seeming to collapse the creature's breastplate and shattering its ribcage. Destroying one leg with a hammer blow and breaking both of the Dreadknight's forearms as it struck at him again with its lance, Sleepwalker spun around and shattered the skull of the Dreadknight's skeletal horse as it charged it from behind. In one smooth motion, Sleepwalker delivered a powerful blow right on the Dreadknight's head before he blasted it point blank with his warp beams, shattering the monster's head and causing it to collapse.

Staggering from the effort, Sleepwalker moved to gather up the bones and put them into a proper pile that the police could hopefully sort through to return the bones, wherever they had come from, to their rightful places. To his shock, Sleepwalker saw the bones and broken metal that had been the Dreadknight and his equipment start to reassemble, crawling back together as they tried to reassemble themselves. He blasted the bones with his warp beams again, but they seemed to have no effect.

Despite Sleepwalker's best efforts, the Dreadknight and his mount were fully reassembled before him, seeming just as fresh and able to continue the fight as when they'd started. The skeletal freak charged at Sleepwalker again, forcing him to leap back and dodge. Sleepwalker flew away with the Dreadknight in pursuit, trying to rally himself while wracking his brains for an alternate means of stopping the horror.

The blasts of energy had attracted some attention from people passing by the cemetery, although they had been smart enough to stay well away from the melee. Now, they scattered in terror as Sleepwalker passed over them, the Dreadknight chasing him.

"I shall follow you forever!" the Dreadknight screamed, heedless of any of the living humans he passed. "Wherever you go, and wherever you run, I shall follow! Eternal and unceasing, until my blood debt is cleansed!"

Sleepwalker spun around and returned the Dreadknight's charge, knocking him off his horse as he did so. He cast his warp beams at the Dreadknight again, focusing with as much power as he could muster.

"Fool!" the Dreadknight exulted. "Your parlor tricks cannot-" he stopped suddenly, as the street itself seemed to rise up to entrap him and his horse. The Dreadknight tried to blast the asphalt away, but he was soon almost completely encased, despite his best efforts to break free.

"It is apparent that the Bookworm's foul sorcery has rendered you entirely immune to the full powers of my warp vision," Sleepwalker commented. "Otherwise, my first assault would have returned you to your own plane of existence."

"Only your death shall ensure my own," the Dreadknight hissed at Sleepwalker as the recently-arrived police came up behind them. "Know that I shall haunt you, I shall follow you, for the rest of your days until you are dead by my hand. So the Bookworm has bound me with his enchantments."

Disgust, pity and anger fought for control of Sleepwalker using his warp beams to break off the pieces of roadway in which the Dreadknight and his horse had been trapped. Gritting his teeth, the alien used his amazing strength to load the Dreadknight and his horse into the special wagon the police had provided, before it was driven away.

The Dreadknight barely heard any of the discussions on what should be done with him, and did not respond to any of the living humans who tried to approach him save to scream further obscenities and threats at them. He was not even freed from the concrete blocks that Sleepwalker had encased him and his mount in, as the authorities realized it was probably safer to keep him trapped.

Day and night, the Dreadknight continued shrieking his desires to murder the Sleepwalker. He was unresponsive to any of the prison wardens or psychiatrists who tried to approach him in the special cell he was placed in at Riker's Island, consumed by his sole desire to kill the alien who had so earned the Bookworm's wrath.

For the soul of Bram Velsing, trapped within the rotting bones that made up his body, it was excruciating agony. Time and again he tried to break free of his prison, only to find that the enchantments the Bookworm had wrought from reading the Darkhold kept him too firmly imprisoned. Every time he tried to escape, Velsing was wracked with further pain, a punishment added by the Bookworm for his impertinence.

So long as the Sleepwalker still lived, Velsing could not die.

He screamed out his hatred of the Bookworm.

He screamed out his desire to kill the Sleepwalker.


Reading the Daily Bugle through Rick's eyes the next morning, Sleepwalker discovered that a number of human bones had apparently disappeared from a New York cemetery, which had no doubt assembled to house the Dreadknight's foul spirit. Once brought back to Earth, the creature had bent and twisted several large pieces of scrap metal into forming his lance and armor. Apparently, he had used his dark powers to enchant his lance and the bones of the creature that served as his mount.

For the rest of the day, all Sleepwalker could think about was the Bookworm, resting safe and comfortable in his cell at Ravencroft, and the cycle of horror he was perpetuating.

He could almost hear Cobweb laughing.

(Next Issue: After the trials of the last few weeks, Rick and Sleepwalker both eagerly look forward to a week of rest at Kenny's parents' cabin in upstate New York. But they find they cannot relax as they prepare to reveal the truth about Sleepwalker's presence in Rick's mind to his friends! All this and more in Sleepwalker #46: Coming Out!)