Sleepwalker #18

Issue Date: 
November 1992
Story Title: 
Rest in Peace

Bob Budiansky (writer), Kelly Krantz (penciler), Rodney Ramos (inker), Richard Starkings (letterer), Marie Javins (colorist), Don Daley (editor), Tom De Falco (editor in chief)

Brief Description: 

Rick Sheridan goes on a date with a woman called Janine, only to be ambushed by the members of a Chinese street gang who are apparently given orders by Janine herself. Rick is led into a warehouse where it is revealed that Janine and the men are actually controlled by four telepaths of the highest order: Professor X, Psylocke, Jean Grey and Moondragon. The telepaths’ astral forms appear before Rick and inform him that they wish to employ the magical creature that is released from his body whenever he slumbers – the being known as Sleepwalker. Indeed, they put Rick to sleep and Sleepwalker awakes. The telepaths explain to him that the entire humanity has been entranced by the evil Magus who attempts to conquer the mind of every human on the planet. They intend to use Sleepwalker in their effort to make humans resist to Magus’ mental attack. Sleepwalker is distrustful of the telepaths, though, and goes out to explore what’s happening on his own, only to discover they were right. Soon, he runs into three of Magus’ creatures – doppelgangers of Beast, Firestar and Daredevil – and, after an initial confrontation, he disguises himself and manages to convince them he is also one of Magus’ spawns, before he destroys them. Ultimately, Sleepwalker is utilized as a living transmitter through which the telepaths’ mental energy is projected on the mind of every entranced person on Earth, giving them hope to resist to Magus’ onslaught. The telepaths thank Sleepwalker for his help and Sleepwalker vows he will continue the war against Magus.

Full Summary: 

A dead-end alley in New York City’s Chinatown…

Surrounded by the intimidating, rough-looking members of a Chinese street gang, Rick Sheridan wonders what these people want. Addressing him as Mr. Sheridan, Janine Epstein, Rick’s date and apparent mastermind of this scheme, explains to him it’s very simple: they want Rick to come with them! Rick is dumbfounded: he thought they were on a first name basis – after all, she is his date for the evening. He guesses there’s a lot about her he got wrong.

Rick shouts he declines the offer and uses his elbow to give one of the men a poke in the face. One of the men retorts that Rick is making this unnecessarily difficult and tries to grab him. Rick suggests they let him simplify things, then! As Rick avoids several of the attacks launched against him by his assailants, Janine believes he delays the inevitable: they don’t have time for this! In an instant, she punches him in the face and Rick collapses, semi-unconscious. Janine orders the men to bring him along.

Minutes later, in a nearby basement room…

Rick, now fully conscious, is led into the room by two of the men. Janine welcomes him to the headquarters of the Green Dragons. Rick remarks that Janine is full of surprises tonight. He would never have guessed she was the leader of a Chinese street gang! Janine denies this allegation but teases him she has another surprise. “You’re responsible for decorating this dump?” Rick sneers. Janine retorts that his resistance does not make this any easier. Rick encourages her to tell him; he’s full of ears; he loves surprises.

“It is not Janine who is now speaking,” she explains. She reveals that Janine is in a trance. In disbelief, Rick quips she has a pretty good left hook for someone in a trance. The individuals in possession of Janine Epstein’s body explain they animate the woman’s unconscious body and speak through her voice by mental projection. In fact, they’ve been controlling the Green Dragons, too. “What are you talking about?! They’re…” Rick protests and easily slips out of the men’s grasp, only to realize they’re frozen like statues! Janine’s possessors explain that their function was to bring Rick here, and they have fulfilled it… so they pulled out the men’s minds. The men are as they should be – in a trance. Now it’s his turn.

Perplexed, Rick wonders what they’re talking about. The persons hijacking Janine’s body clarify that they’ve been propping Rick up, too. They are withdrawing their support. Rick, too, will lapse into a trance. Only in this way can the Sleepwalker be released from his mind! Rick fiercely insists he won’t let them. Still, he quickly falls into unconsciousness and Sleepwalker, a being of unearthly power materializes, released from Rick’s body.

One of the people in control of Janine realizes that the sudden removal of their telepathic supports caused Rick to collapse. Another mind-possessor retorts there’s no evil: he’ll recover. Sleepwalker angrily hisses that this answer is unsatisfactory and demands “Janine” explain herself! “Janine” decides it’s time to shed their disguise…

Four astral forms appear before him, emanating from the entranced Janine’s body: Professor X, Jean Grey, Moondragon and Psylocke. Moondragon explains they are amongst the most powerful telepaths in the galaxy. Professor X clarifies that it is through mental projection they appear to him now. Psylocke further explains that they had used their powers to take control of this woman, as well as the street gang, as a means of making contact with Sleepwalker. Sleepwalker understandably wonders what makes him worthy of so great an effort.

A glowering Professor X explains that, as the four of them speak, they sit in a spaceship hundreds of light years away. Along with many of the greatest heroes of Earth, they are locked in mortal combat with the Magus, a being of unspeakable evil who seeks to conquer the universe. Using science and magic, he attacks Earth even as they speak sending evil doubles – doppelgangers – of Earth’s heroes to their world.

Jean Grey reveals that the Magus has plunged the people of Earth into a trance. If they allow the trance to fully take hold, humanity will be lost to them forever! Xavier, however, believes that Sleepwalker is uniquely qualified to fight the Magus. As the creature of the mental plane, he is the ideal channel for their mental energies. Within Sleepwalker, they can focus their thoughts and project them to all the people on Earth. They can help them resist the trance – but first, Sleepwalker must agree to open his mind freely to them… without fear or doubt.

Sleepwalker realizes that’s why they didn’t have these youths knock Rick out as soon as they confronted him… they did not want to anger Sleepwalker. Still, Sleepwalker rejects their plea. Too often have humans sought to manipulate him for their own sinister ends. He will have no more of it! Distraught, Xavier stresses that Sleepwalker might be humanity’s last chance. Sleepwalker retorts that perhaps they are in league with this evil they describe… what proof does he have to the contrary? He decides he will discover the truth for himself and flies outside the building, soaring above the streets of New York.

Sleepwalker quickly realizes that all the people on the streets are petrified like statues. He finds this remarkably strange. It would seem that every soul on this planet has been entranced, presumably to facilitate a dreadful and all-encompassing takeover – as he who claimed to be Professor X stated. Looking up to the sky, where two moons now loom, he sees no way even a Sleepwalker like him can thwart this dark scheme.

Elsewhere, three of Magus’ monstrous doppelgangers – hideous versions of Beast, Daredevil and Firestar – patrol the entire city, moving from one rooftop to the next. Firestar’s double relishes in the realization that the whole world is theirs for the taking! The ersatz Daredevil reminds her of their present mission: to make sure no one resists the trance. Beast’s doppelganger flashes a nasty smile: it would be so much fun if some of them did; he’d love to bite the head off a few resisters! ‘Daredevil’ advises him to keep those teeth sharp and ready. He senses someone is awake not too far away.

Beast’s doppelganger reveals he senses something too… but it’s coming from ‘Firestar’! “You’re hot for my bod, ain’tcha, babe?!” ‘Beast’ boasts and squeezes her against his chest. “In your dreams, hairball!” ‘Firestar’ snarls and pushes him off of her, slightly frying him with her blasts. “That hurt. I like it,” ‘Beast’ bemoans. ‘Daredevil’ intervenes and binds them both together with his thorny rope. Pleasure before business, he reminds them, stressing that someone out there needs killing.

Minutes later, the three doppelgangers reach Chinatown. Beast’s doppelganger remarks there’s a lot of good eating around here! ‘Daredevil’ senses their prey is in this area, too. ‘Beast’ angrily snaps that the prey can wait; he’s hungry now! At once, he breaks through a butcher’s shop window and grasps a raw chicken! ‘Daredevil’ quips that a little snack wouldn’t hurt anyone… except perhaps the waiters! The three monsters quickly storm into a restaurant. Seeing ‘Beast’ devouring the chicken, ‘Firestar’ exclaims he is such a savage; didn’t he even bother to cook that chicken before he ate it? ‘Beast’, on the other hand, wonders why he should treat it any different than he would a person!

Simultaneously, soaring above the city, Sleepwalker discerns smoke coming from somewhere nearby – the restaurant. He finds this a sure sign of trouble – which means his services are required.

In the restaurant, the three beasts are dining, amidst a crowd of entranced customers and staff. Still devouring his chicken, the fake Beast asks ‘Firestar’ to pass him the soy sauce! ‘Firestar’ wonders: didn’t he put enough on that drumstick already? ‘Beast’ clarifies he wants it for the babe sitting next to him – an entranced woman, sitting around a table.

“Incoming!” the Daredevil doppelganger shouts as his radar forewarns him of an imminent danger. Sleepwalker crashes the party and punches ‘Daredevil’, proclaiming that their savagery ends now! “But we haven’t even finished our dinner, stranger!” the Beast doppelganger protests. Sleepwalker corrects him: his name is Sleepwalker! ‘Firestar’ believes Sleepwalker should be taught some manners! ‘Daredevil’, however, doubts their visitor will live long enough to learn much of anything! He senses Sleepwalker doesn’t appear to be of this world – all the greater pity he should die defending it!

Avoiding ‘Firestar’s’ blasts and ‘Daredevil’s’ rope, Sleepwalker finds himself attacked by the grotesque Beast. ‘Beast’ confesses he always admired the way Chinese chefs handled their knives. “Think I have a future there, Sleepwalker?” he asks him – and then snatches dozens of knives with his dexterous toes and rapidly flings them away towards Sleepwalker. Fortunately, Sleepwalker grabs a table and uses it as a shield. Tossing the table aside, Sleepwalker realizes there are too many innocent, helpless people here who would get hurt.

Suddenly, ‘Firestar’ sneaks up on him. She taunts him; does he find the soft caress of a beautiful woman offensive? As she has a grip on him, ‘Daredevil’ asks her to hold him… there’s a point he wants to make! With this, he moves his skewer against Sleepwalker’s chest. Sleepwalker contemplates he must time this just right… And then, ‘Daredevil’ pierces through his chest, leaving Sleepwalker uttering a scream and collapsing to the floor. Enough with these games, the ersatz Daredevil proclaims – he senses another register nearby. ‘Beast’ argues he’s still hungry! ‘Daredevil’ assures him he can eat after they kill their prey!

After the three doppelgangers depart, Sleepwalker opens his eyes; he thought they would never leave. But at least his trick worked: they thought they had killed him when actually he had warp-beamed the skewer around his chest. It was the only way he could get them to think the battle was over and get them away from all these helpless people. He decides to put the flames on the restaurant out before he pursues the doppelgangers. As he does that, he contemplates that, so far, the evidence seems to support the telepaths’ theory; evil doubles of Earth’s heroes do seem to be roaming the world. Despite their savage appearance, he recognizes those doppelgangers from news reports he has seen of their human equivalents. Still, the telepaths could be setting him up for a trap. He has to find out more. And some pork rib bones may allow him the means to do so.

Meanwhile, a debate rages inside the entranced Janine’s mind – a debate among the telepaths. Moondragon insists they must find a way of convincing that arrogant alien to help them. Psylocke agrees. Every moment they inhabit this woman’s mind further endangers them. The forces of the Magus are bound to detect her! Xavier admits that perhaps she’s right. “Perhaps?!” Jean Grey gasps, surprised by Xavier’s hesitation. She protests they can’t shield the woman much longer; the psychic strain is too much! Moondragon reminds him they are at war. They must use their combined mental power to force Sleepwalker to cooperate. Xavier retorts that the situation requires patience, not force. At the moment, they’re unable to affect Sleepwalker. They must trust others to convince him on their behalf. But they must first drop their mental shields. Shocked by this suggestion, Jean alerts him that the forces of the Magus will find the girl. They would be exposing her to incredible risk. Xavier stresses that, as Moondragon noted, they are at war and until it’s over, they are all at risk.

Meanwhile, ‘Daredevil’ suddenly stops on a rooftop. ‘Firestar’ asks him why. A delighted ‘Daredevil’ informs them that the interference is dissipating; he can now pinpoint the register’s location! “’Bout time!” the Beast doppelganger growls. ‘Daredevil’ shows them the way.

Suddenly, the three monstrosities stumble onto a strange wall and wonder where it’s coming from. The wall appears to be stirring with life, as it suddenly slams them on the face! “I bet that really stung!” a monstrous version of Sleepwalker snickers as her appears before them. “You threw up that wall?” the fake Firestar asks him. The high-strung ‘Beast’ swears that no one pulls a trick like that on him and gets away with it! The hideous-looking Sleepwalker – complete with several spikes protruding from his skull – taunts “Beastie-Boy” and asks him what he’s going to do about it: kill him… or invite him to join?

“Ha! He’s one of us!” the Firestar doppelganger concludes in excitement. Equally excited, the Beast doppelganger deduces he must be Sleep-Corpse’s double! ‘Daredevil’ invites him to come along: they have a mission to carry out! Relieved that so far his disguise is working – posing as his own monstrous double – Sleepwalker joins the pack, realizing they don’t suspect a thing.

Soon, the company breaks into a warehouse. Sleepwalker realizes this is where he left Rick and confronted the telepaths. “There she is!” the monstrous Firestar excitedly howls, pointing at Janine, who is standing on her feet but is unresponsive. ‘Beast’ promises he’ll take care of her! “Not here, Beast!” Daredevil’s double reprimands him – they must take her to the appropriate place. ‘Beast’ carries her. Sleepwalker deduces that Janine is one of their own; they have come to retrieve her! He was right to suspect the telepaths!

Soon, atop a nearby bridge, ‘Daredevil’ asks ‘Beast’ to bring Janine here – where, beneath a star-splashed sky, the entire universe can bear witness to the fate of those who dare defy the Magus! “Destroy her!” he gives the signal and the three doppelgangers prepare to attack and eviscerate Janine. Sleepwalker realizes that the telepaths were telling the truth!

Suddenly, Janine lets out a barely audile moan and collapses. ‘Daredevil’ senses that she is now entranced, like all the others on this world. Sleepwalker realizes that the telepaths must have pulled out of her mind. ‘Firestar’ viciously suggests they kill her anyway! ‘Daredevil’ retorts that it hardly seems to worth the effort. ‘Beast’ protests he is still hungry; he bets there’s some good meat on those bones, no matter how skinny she looks! ‘Daredevil’ admits that’s an appetizing thought and permits them to proceed: “Dinner is served!”

No harm shall befall the female!” Sleepwalker roars and strikes all three doppelgangers at once. ‘Beast’ realizes he is really Sleepwalker; he was hustling them! ‘Firestar’ and ‘Daredevil’ promise that Sleepwalker will die for that – and he’ll die most painfully! The three doppelgangers initiate a relentless attack against him. ‘Beast’ remarks this should be good – he’s never tasted green blood before!

Struggling to avoid their attacks, Sleepwalker thinks what Professor X said: these doppelgangers were created by science and magic, which means they were never truly alive to begin with… which means he does not have to hold back his attack! Realizing this, he fiercely pummels ‘Daredevil’. Quickly making a grip with his legs around Sleepwalker’s neck, ‘Daredevil’ asks him to face the fact he’s waging a losing battle for a world that is already lost. Sleepwalker retorts that nothing is lost as soon as there’s one person fighting back and throws him away and into the way of ‘Firestar’s’ blasts. Sleepwalker realizes they’re too quick for his warp-beam. At this rate, his energy will be exhausted before he hits them!

Coming back to strike him even more, ‘Daredevil’ taunts him that there’s three of them and one of him. He’s willing to live with these odds; is Sleepwalker willing to die for them? Sleepwalker kicks him away and argues that destroying the evil that created them is worth dying for! Still, he realizes that the doppelganger is right: the three of them are wearing him down. He cannot continue much longer like this. He needs an edge of some kind…

The telepaths’ astral forms suddenly appear before him. Xavier urges Sleepwalker to let them help him… open his mind to them! Sleepwalker wonders how they can help. Psylocke pleads him to trust them. Sleepwalker admits that after rejecting them earlier, it’s the least he can do now. Seeing him talking, the Beast doppelganger quips that ‘Daredevil’s’ last punch must have shaken a few loose screws in Sleepy’s head: he’s talking in the air!

After he opens his mind to them, Sleepwalker announces he feels it: beams of energy burrowing into his mind and then pouring out from him in flames! With Sleepwalker acting as a living transmitter, the telepaths’ mental energies wash across the Earth and touch upon the minds of every entranced person in the world, stirring deep within their beings the will the fight the evil that seeks to conquer their souls and giving them the one weapon that the Magus cannot defend against… hope.

Suddenly feeling exquisite pain, the doppelgangers scream. ‘Beast’ wonders what’s happening. ‘Daredevil’ senses that the force that empowers them is being ripped apart! With almost sadistic pleasure, Sleepwalker taunts them by asking them whether they’re suffering. “Y-yes!” Daredevil’s double howls. Sleepwalker vows that suffering will seem like a fond memory before he is finished with them! Saying this, he unleashes his beam on them. The agonizing creatures shriek even louder, struggling to realize what Sleepwalker is doing to them. Sleepwalker explains that he is merely freeing their forms… to match their true nature!

The doppelgangers’ individual features progressively lose cohesion and all three beings are finally reduced to their true, original form: a uniform pile of lifeless tentacles! Sleepwalker decides that he can now revert to his true nature, as well, and be rid of these fangs. Saying this, he contemptuously throws his fake sharp teeth to the lifeless blob.

Sleepwalker carries the entranced Janine back into the warehouse and places her next to the equally entranced Rick. Sleepwalker despairs: despite all his efforts, he has failed; everybody’s still in a trance! The telepaths’ astral forms appear before him. Moondragon tells him he’s wrong. Psylocke explains that his efforts have been successful on a global scale. Jean Grey adds that, thanks to him, the people of Earth are resisting the Magus’ assault on their minds… and as long as they resist, the Magus cannot claim a final victory, Xavier concludes.

Sleepwalker is sure there must be more he can do. Professor X retorts he has already done more than any being – human or otherwise – can be expected to do: he’s given humanity a chance. On behalf of humanity, they thank him. Sleepwalker promises he will do his part then and stand guard over this small outpost of humanity until he can rejoin the fight – or until the war is over!

Characters Involved: 


Rick Sheridan

Jean Grey, Professor X, Psylocke (all X-Men)

Moondragon (Infinity Watch)

Monstrous doppelgangers of Beast, Daredevil and Firestar

Janine Epstein (Rick’s date)

Green Dragons (street gang)

Entranced people from all over the world

In illustrative image:


Monstrous doppelgangers of Hawkeye, Namorita and Wolverine

Story Notes: 

This issue is a tie-in to the Infinity War miniseries.

The four telepaths were assigned to help the Earth’s population resist the mental assault of the Magus in Infinity War #4.

Issue Information: 
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