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Fanfic: Ultimate Sleepwalker
Based on the Marvel Comics series of the same name created by Bob Budiansky, Ultimate Sleepwalker: The New Dreams is a Fan Fic series set on Earth-2706, an alternate take on the Marvel Universe. Written by JaredMilne1982, this series is one of the very few on the whole Internet that focuses on this obscure but (in many minds) vastly underrated character.

The Sleepwalkers are an alien race that patrol the Mindscape, a dimension that links the minds of all living things, protecting the minds of sleeping humans from demons and nightmares. Through a bizarre twist of fate, one of these Sleepwalkers becomes trapped in the mind of human university student Rick Sheridan, and gains the ability to manifest in the human world whenever Rick sleeps. Plagued by guilt and loneliness, Sleepwalker searches for a way home as he fights the criminals and villains of the human world, even as Rick himself is forced to cope with the sudden and overwhelming changes in his life.

This series was started in September 2006, although it's only recently been imported to Fanfiction.net. You can find it here. At 99 chapters, including 86 issues, seven Annuals, five Halloween Specials and one crossover, it'll take a significant a chunk of time to catch up— but it's worth it for a well realised take on a cult character.


This series provides examples of:

  • Acid Trip Dimension: Sleepwalker's home dimension of the Mindscape counts as this. The part of the Mindscape he calls home has crystalline rock formations, indigo and deep blue plant life and bright rainbow-hued skies, with human minds flying through the ether like silver and copper shooting stars. Subverted in that Sleepwalker is perfectly at home there. Rick is at first disturbed by the Mindscape, but when he visits it himself while hitching a ride in Sleepwalker's mind he ends up enchanted by its beauty.
  • Adaptational Badass: A staple of the series. Both Sleepwalker and his villains have been C- and D-list characters in the comics for a long time, but here they take centre stage.
  • Adaptation Expansion: The series greatly expands on the concept of the Mindscape and the cultures of the Sleepwalkers, building on what was shown in the original comics. More generally, the series has lasted much longer than the official comics, and the Rogues Gallery has also gotten much larger than the official series.
  • Affably Evil: Psyko was one of these before his transformation. Batroc the Leaper is another example, too.
  • Alien Among Us: The title character.
  • Aliens Speaking English: Sleepwalker learned to speak English by going through the contents of Rick Sheridan's mind. Later inverted in that Rick learns the Sleepwalker language from his time in Sleepwalker's mind, and can speak it in his astral form.
  • All Abusers Are Male: NO. THEY. ARE. NOT. As a little boy, Bruce Banner was molested by his mother Rebecca. Readers of the original Hulk comics will know that in that version Rebecca was a victim and Brian Banner was the abuser. Since male on female domestic violence was already explored in Ultimate Spider-Woman, it was very deliberately inverted in this case to show that men can be victims of domestic violence too.
  • All Girls Want Bad Boys: Many of the non-powered supervillains in Attica Prison, such as the Shocker and the Beetle, get regular conjugal visits from their fangirls. 8-Ball and the Ringer are exceptions, preferring to remain loyal to their girlfriend and wife, respectively.
  • All of the Other Reindeer: Averted, and in contrast to the original series. People who see Sleepwalker simply assume he's a human in a really weird costume, until he explains otherwise.
    • Strangely inverted with Sleepwalker, who ends up doing this to himself. Despite Rick and his friends trying to convince him that You Are Not Alone, Sleepwalker doesn't feel like he truly belongs on Earth, and he can never really call the place home.
  • All There in the Manual: A few issues consist of Sleepwalker explaining about his race's biology, social structure and other information to interested humans.
  • All Women Love Shoes: This definitely holds true for Rick's girlfriend Alyssa, who couldn't be happier with the pointe shoes and Converse All-Stars she got for Christmas. Later Lampshaded by Rick and Kenny at a New Year's Eve party.
  • Alpha Bitch: Lullaby, who the author freely admits is a combination of Paris Hilton, Britney Spears and Christina Aguilera, or what they would be like if they had super-powers.
  • Alternate Universe Fic: Earth-2706 is an alternate version of the Marvel Universe of the author's own creation.
  • Alternate Universe Reed Richards Is Awesome: The Earth-2706 version of Mr. Fantastic has invented special power-dampening restraints to use on supervillains, unstable molecules that adjust to whoever's wearing them, and he's even cured cancer. Unfortunately, this trope ends up cruelly subverted when he has to tell Sleepwalker that there's no way for him to be able to break the bond between Rick and Sleepwalker without destroying one or the other, and more likely both.
  • Ambiguously Evil: Jason Phillip Macendale, alias the Hobgoblin, is a probable example. He's a murderer who takes quite a bit of pleasure in killing people he hates, but he also muses about how bad people like him should try and keep innocents like Rick out of their games as much as possible. He especially hates those who try to blame the victims of crimes while trying to use their wealth and influence to shield the guilty, and makes killing them his first priorities. In Ultimate Spider-Woman, he was also active in investigating a hate crime committed against the mutant Kitty Pryde.
  • And I Must Scream: Sure, the Dreadknight was suffering in hell. But every moment that he's trapped on Earth in an undead skeletal body, unable to die until he kills Sleepwalker, is pure screaming agony.
    • Darkhawk in this universe is one of these some of the time, as his armor covers him and fights without his approval.
    • Cobweb is a particularly brutal example, as Sleepwalker permanently traps him in his prison in the Mindscape. Nothing can get into or out of the prison, which means that Cobweb's going to be all alone for the rest of eternity...
  • Angst Coma: Rick Sheridan, following his parents' sudden deaths. Completely justified.
  • Arch-Enemy: Cobweb is the demon that trapped Sleepwalker in Rick's mind as part of a much greater plan.
  • The Atoner: One reason Sleepwalker is fighting evil in the human world is to try and make up for allowing Cobweb to trap him in Rick's mind.
  • Attempted Rape: Sleepwalker thwarts a couple of these. One of them is the source of a Continuity Nod later on when a Heroic Bystander who helps Sleepwalker explains that he's just returning the favor Sleepy did him by saving the guy's girlfriend.
  • Author Appeal: The writer has confessed that Rick's girlfriend Alyssa Conover has many of the traits that he himself finds attractive in women.
  • Author Filibuster: The author hates the C-List Fodder trope, as well as the tendency among some fans and writers to consider C- and D-list characters losers and otherwise ineffective. The battle between 8-Ball and Bullseye throws most fans' expectations completely out the window, and the winner then points out that his position on some glorified pecking order doesn't illustrate his true potential.
  • Awesomeness by Analysis: Moon Knight is able to figure out, among other things, Sleepwalker's patterns as a superhero, how a collection of apparently random murders and outbreaks of street violence benefit the drug enterprises of the Lobo Brothers, and the mystical link that all the violent criminals share when they imbibe peyote and other hallucinogens.
  • Ax-Crazy: Psyko, Fever Pitch, the Bookworm and the Chain Gang all qualify.
  • Badass: Sleepwalker, of course.
  • Badass in a Nice Suit: Mr. Hyde is a berserk homicidal lunatic with strength to match the Incredible Hulk, but he is always impeccably dressed in high-end gentleman's attire.
  • Bad-Guy Bar: The Bar With No Name is reimagined as a high-class establishment, open to both costumed supervillains and other sophisticated criminals, that doubles as a strip joint and brothel for flush criminals. The clientele know better than to cause trouble, since the Kingpin is the bar's owner.
  • Bad Guys Play Pool: 8-Ball is not only an expert pool hustler, he actually based his whole criminal motif on the game. Not to mention that he first raised funds for his specially designed cue stick, hovercraft and ball bombs through pool hustling...
  • The Bad Guy Wins: Issue #48 consists of the Chain Gang murdering the parents of one of his army buddies, kicking Sleepwalker's ass, looting the parents' $70 million fortune, and boarding a flight to the Cayman Islands.
  • Bat Deduction: As this is one of the author's Pet Peeve Tropes, the story tries to avert this by sometimes pausing to explain exactly how a given plan will work, how a character figured something out, and so forth.
  • Battle in the Centre of the Mind: Sleepwalker and Sh'mballah fight within the mind of The Incredible Hulk.
  • Be All My Sins Remembered: This is Sleepwalker's attitude regarding his past failings, ranging from being trapped in Rick's mind to inadvertently contributing to the birth of Psyko. He's made several references to how he'll be called to account for his sins at some point.
  • The Beautiful Game: Red and Cyrus (not to mention the author) consider soccer to be the most boring game on the planet, and openly laugh at the idea that it's provoked political uproar, riots, murders and even wars.
  • Being Tortured Makes You Evil: The bullying the Bookworm suffered drove him completely insane.
  • Berserk Button: Sleepwalker goes into a mad rage whenever he fights Psyko. He becomes a lot more destructive in the process.
    • In general, anyone that picks on helpless victims who can't defend themselves tends to really piss Sleepwalker off. This goes double for supernatural demons who Mind Rape their victims, and who Sleepwalker is the natural enemy of.
      • The worst of it comes whenever Rick or any of his close human friends are threatened. Threatening them is a very bad idea and you will suffer for it.
  • The Berserker: Mr. Hyde is a particularly unhinged version.
  • Beware the Nice Ones: Sleepwalker is generally a calm, level-headed individual. And it's a good thing too, since when he loses his temper he really loses his temper.
  • Beware the Silly Ones: Lullaby is generally pretty stupid, but she's also vicious when her brain is working properly. When Sleepwalker confronts her during their third battle, she has all of her brainwashed servants try to shoot him at the same time with the guns she issued them. Any ordinary human would likely be torn to shreds, and even Sleepwalker ends up seriously injured from multiple gunshot wounds.
  • Big Applesauce: Subverted to a certain extent. The series is set in New York, but since Jared's never been there he usually tends to treat it as Generic Big City, U.S.A., and is often extremely vague as to where particular sequences are actually set.
  • Big Brother Mentor: Done literally with Terren'sk and his older brother N'ogskak. N'ogskak taught Terren'sk everything he knew about combat, the Sleepwalker philosophy, the workings of the Mindscape, and so much more.
  • Big Damn Heroes: Sleepwalker bursts in at the very last second to save Alyssa from being Dragged Off to Hell by the Carrion demon.
  • The Big Rotten Apple: New York City is a crime-ridden cesspool, and is as bad as it's ever been. Rudy Giluani's failure to reduce the city's crime rate is the reason J. Jonah Jameson became hellbent on destroying his attempt for the Republican presidential nomination.
  • Blade on a Stick: While he usually fights unarmed, Sleepwalker can and sometimes will use his warp vision to create weapons to fight with. His favorite armaments are a pair of short stabbing spears, one in each hand.
  • Blood Knight: Bram Velsing, alias the Dreadknight, was a mass-murdering psychopath in 13th-century Latveria before he was eventually killed. Revived in twenty-first century New York as an undead warrior by the Bookworm's evil magic, the Dreadknight is now consumed with only one thought-killing Sleepwalker.
  • Brainwashed and Crazy: One of Psyko's additional powers in this version is that he can mentally control people who've fallen victim to his insanity.
  • Broken Bad: The traumas they've suffered have made the Bookworm and the Chain Gang go completely over the edge. It doesn't help when one of them lives in his own mythological fantasy world and the other is one guy constantly ranting to and yelling at himself in different voices.
    • Mr. FX is an even more tragic example in that he's not truly evil, but the abuse he's suffered has messed him up so much that he uses his psychic powers to try and forcibly control everything around him to concentrate.
  • Bruce Wayne Held Hostage: Rick and Alyssa end up among the Empire State University students held hostage by Lightmaster when he tries to claim the million-dollar bounty on Sleepwalker's head by forcing the hero to fight him.
  • Bully Hunter: Rick's friend Red started out as a bully. Then he started beating up the other bullies at their high school.
  • Byronic Hero: Sleepwalker has been drifting more and more into this trope as time goes on. He might not be Troubled, but Cute or have wealth and privilege, but he:
    • is deeply torn over his desire to return to the Mindscape, even though he feels he's dishonored himself as a Sleepwalker and doesn't deserve to return home until he truly atones for his original mistake of becoming trapped in Rick's mind;
    • broods over the different mentalities of the human and Sleepwalker races, and wonders whether he's starting to adopt the mentality of a human, which he worries might end up undermining his very identity as a Sleepwalker;
    • becomes extremely violent when Rick or his other close human friends are threatened, to the point that he thinks about maiming and killing human threats in ways that would horrify his human friends and disgust his fellow Sleepwalkers;
    • wrestles with his fundamental feelings of loneliness and his constant dwelling on his past failures, even as he recalls all the good he's done as a superhero and remembers the deep and loving friendships he's formed with so many humans.
  • Call Back: When Sleepwalker expresses his gratitude to Sergeant Cameron, Sergeant Cameron replies that he's just returning the favor for Sleepwalker having saved his girlfriend from a home invasion. This is a reference to the final scene of the second Annual, wherein Sleepwalker captures a would-be rapist who broke into a young woman's home.
  • Cannot Spit It Out: Like his 616 counterpart, Rick is terribly afraid that his friends will think he's crazy and/or a freak if he tells them about Sleepwalker's presence in his mind.
  • The Cape: The whole reason Sleepwalker exists is to fight the forces of evil and protect the innocent, and he generally adheres to a strict no-killing rule. However, he zigzags with The Cowl, as noted below. He's also prone to fits of depression, survivor's guilt and loneliness, and on the rare occasions when he gets truly angry he can become a lot more destructive, like whenever he fights a villain from the Mindscape.
  • Cardboard Prison: It's at least justified in that we actually see how they escape. All the non-powered supervillains hired the Trapster to bust them out of Attica Prison, Spectra uses her powers to escape from the Raft after her restraints are disabled, 8-Ball and Lullaby simply bribe their way out of prison the first time, and the Ravencroft Institute for the Criminally Insane mysteriously had all its security systems, cell locks, and power-dampening restraints disabled...
  • Car Fu: Both Sleepwalker and Psyko employ this trope during their fights. Sleepwalker will smash Psyko with cars and ignite their gas tanks to make them explode and burn Psyko. Psyko, for his part, has used his madness powers to have a car run Sleepwalker over and smash him through a building, exploded a gasoline truck with Sleepwalker at the center, and run Sleepwalker over with a subway train.
  • Carnival of Killers: When the Green Goblin puts a $1 million bounty on Sleepwalker's head, Screaming Mimi, the Mongoose, Whirlwind and Lightmaster all try to cash in on it.
  • Cassandra Truth: Thoroughly subverted. Rick is initially unwilling to reveal the truth about Sleepwalker to his friends, thinking that they won't believe him and instead think he's completely insane. When he finally musters up the nerve to tell them, they immediately accept it without question. Rick is stunned that they believe him, but the Genre Savvy Red points out that they now live in a world with concrete proof that magic and aliens exist and humans are developing superhuman abilities and dressing in costumes to either commit or fight crimes. With that as a backdrop, Rick having an alien living in his head is perfectly credible.
  • Chained by Fashion: The Chain Gang wraps himself in chains and razor wire as part of his costume.
  • Chekhov's Gun: Some of the paraphernalia Sleepwalker uses to fight the demons of the Mindscape has come in handy later on in ways he couldn't have imagined.
  • The City Narrows: New Yorkers commonly refer to Yancy Street as the city's figurative "ass crack", considering what it spews on a daily basis. Home to street gangs, drug dealers and pimps, every law-abiding person who could afford to flee Yancy Street long ago, and the few that remain live in fear of the criminals that use the street as their base of operations, especially the Yancy Street Gang.
  • C-List Fodder: Very deliberately inverted, subverted and generally screwed around with. Sleepwalker and his enemies weren't A-listers in the official continuity? They're *made* A-listers here.
    • A particularly nasty subversion comes when Bullseye goes up against 8-Ball during a Mob War when they're working for opposing crime lords. Keep in mind that Bullseye is arguably an A-lister in the 616 universe, and that this is a subversion.
  • Cold-Blooded Torture: Sleepwalker is so enraged at Rick being beaten and injured by a group of muggers that he threatens to use his warp beams to peel the thug's flesh right off his bones.
  • Combo Platter Powers: The Chain Gang has superhuman strength and durability, the power to teleport himself and anything he touches, the ability to sense and control a wide variety of energies, and the power to drain the energy out of anything he touches. When you combine the powers of four disparate convicts (which is what the Chain Gang was in the original comics) into one guy, this is bound to be the result.
  • Comic Book Time: The series has been going on for almost eight years, but has advanced only two years in that same time period.
  • Compelling Voice: Compelling singing voice, to be precise. Lullaby has the ability to sing songs that put their listeners into zombielike trances and force them to obey her every command. An additional twist in this universe is that inanimate objects will also obey her commands. Granted, in this version Lullaby doesn't even really sing so much as she gives commands in a sing-song voice, as Jared states he absolutely sucks when it comes to coming up with poetry and song lyrics.
  • Conspicuously Public Assassination: The Friends of Humanity send superpowered assassins after people who piss them off, killing them in public as a means of sending a political message.
  • Cooldown Hug: This is how Sleepwalker actually defeats Mr. FX. Absorbing some of the psychic energy Mr. FX releases during his psychic temper tantrums, he projects calming images that eventually calm the madman down.
  • Corrupt Corporate Executive: In addition to being head of a worldwide crime syndicate, in this version the Kingpin is also head of the Roxxon corporation.
  • The Cowl: Sleepwalker zigzags between this and The Cape. He's mostly active at night, and he often acts like this to his supervillain enemies, doubly so for the supernatural horrors he sometimes confronts. However, the innocent people he helps, even when they get a good look at his red compound eyes or his green skin, are often surprised to find themselves reassured rather than terrified by him.
  • Create Your Own Villain: Subverted with Psyko. Although Sleepwalker played an indirect role in creating him, it would never have happened without Cobweb's sadistic manipulations.
    • That, and the fact that Jeremy Roscoe was evil before he ever got infected with the warped demonic energy that turned him into a hideous monstrosity. Psyko even cracks a joke about it, noting that now his outward appearance resembles his true inner self.
  • Creative Sterility: Thoroughly subverted in that this is not actually presented as a bad thing. While Sleepwalker's race may not have any art, music or industry of its own, that doesn't prevent him from appreciating humanity's accomplishments. Sleepwalker may not know art, but he knows what he likes.
  • Cryptic Background Reference: Various other heroic incidents are referred to at different points that other heroes get involved in but don't involve the protagonists. Past adventures include Spider-Man stopping the Green Goblin from blowing up New York City Hall, Daredevil's battles with Screaming Mimi, Iron Man's assistant being framed for a crime he didn't commit, the X-Men stopping the Acolytes of Magneto from taking the United Nations delegates hostage, Spider-Man's first battle against the Sinister Six, and Earth-2706's version of the Mutant Massacre, which occurred in San Francisco rather than New York.
  • Curb-Stomp Battle: Sleepwalker ends up fighting The Incredible Hulk in the third Halloween Special. No prizes for guessing who curbstomps who.
  • Cursed with Awesome: Whether he's on Earth or in the Mindscape, Sleepwalker is pulled back into Rick's mind whenever Rick wakes up. Sleepwalker eventually makes clever use of this in issue #60.
  • Cut Lex Luthor a Check: 8-Ball and the Ringer both fall under this trope. It's eventually lampshaded when a prison guard in Attica asks them why they rob banks when they could make huge legitimate fortunes. Later subverted when 8-Ball gets a job with the Kingpin as one of his engineers, seemingly retiring from supervillainy. Subverted again when the Ringer is the only prisoner who stays in jail when all the other technology-based supervillains escape from Attica Prison, and does mechanical work for the guards and other convicts in exchange for favors and influence.
    • 8-Ball was just the first example, but in general the supervillains are in it just as much for the opportunity to indulge their destructive urges as they are for making money. Even if they could make more money in honest work, the truth is that many of them simply don't want to.
  • Cyborg: Hellrazor is revealed to be one of these in the sixth Annual. He was an insignificant nobody before he was upgraded, and now he's one of the world's foremost assassins.
  • Daddy's Little Villain: The wealthy Harold Cross constantly uses his millions to fund his daughter's harebrained criminal schemes, in addition to constantly bailing her out of trouble whenever Sleepwalker inevitably ruins her plans.
  • Da Editor: J. Jonah Jameson predictably qualifies. He uses the Daily Bugle to mount his own personal crusades, whether it's his passionate support of mutant rights, campaigns against politicians supported by hate groups or his determination to thwart Rudolph Giuliani's presidential ambitions.
  • A Day in the Limelight: The action's occasionally focused on Spider-Man, in an unusual case of an A-lister taking the spotlight away from a C-lister.
  • Deadpan Snarker: Electro is a confident, smug Jerkass who continually tosses out one-liners at both his victims and his superhero opponents:
    Electro: Ah, my loving public. I'm sure you all know why I'm here, so let's just dispense with the pleasantries and hand over the money, alright?
    Innocent Bystander: That money's for the poor!
    Electro: In case you good people didn't know, I am the poor. Do you know how hard it is to get a decent job after you've been in and out of prison as many times as I have? (said after blasting the protester unconscious with an electric bolt)
  • Deal with the Devil: Several of the supernatural villains (namely John Edward Cicala, the Scarecrow, the Dreadknight and the Shiver Man) all got their powers through deals with demonic entities.
    • In Mr. Jyn's case, he is the demonic entity.
  • Death Seeker: Under Alyssa's questioning, Sleepwalker reveals himself to have shades of this trope. After all, he doesn't think he deserves to return to the Mindscape and if he gets himself killed, Rick will be free of his presence.
  • Despair Event Horizon: Fancy Dan suffers this when the Kingpin sends Batroc the Leaper after him. At least Batroc makes the transition easier.
    • Spectra suffers another one when she gives up any hope of reforming society. She plans to go out with a bang by killing the Mayor of New York until Sleepwalker talks her out of it.
  • Did You Just Punch Out Cthulhu?: Not quite. Sleepwalker is fighting against Sh'mballah until he hits on the idea of using Sh'mballah's Mind Rape of the Hulk to make the Hulk aware of what's going on inside his head. Needless to say, the Hulk isn't amused. He gives Sleepwalker the opportunity to leave his mind, but suffice to say that Sh'mballah isn't so lucky...
    • Another example occurs when the Bookworm brings Cthulhu to life from the pages of H.P. Lovecraft and tries to use him to enslave all of humanity. Sleepwalker fights back against this creation of Cthulhu, but he doesn't stand a chance. What he does accomplish is to break the Bookworm's hold over his creation and give it free will. Suffice to say that Cthulhu isn't amused at having been the Bookworm's pawn...
  • Disability as an Excuse for Jerkassery: When Moonstone's rampage puts him in a wheelchair, Rick is very embittered. He feels humiliated at needing his friends' help to do everything from taking notes in class to going to the bathroom, and starts to lash out at them. He smartens up once Red calls him out on his attitude.
  • Disposable Sex Worker: Sally Floyd (yes, that Sally Floyd) appears as a strung-out hooker who is easily murdered by Jack the Ripper. It was only later that the author realized the Unfortunate Implications of what he'd done, and has since come to regret it.
  • Disproportionate Retribution: Sylvia and Sam Mc Bride summon the Carrion demon to torture and drag to hell various people who they felt had slighted them. These slights range from stealing their credit cards to foreclosing on their homes to firing them from their jobs to simply beating them out in a dance competition, as Alyssa was unlucky enough to do.
  • Distaff Counterpart: When Sleepwalker first battles the Ringer, the person wearing the battlesuit is Anthony Davis. When the Ringer appears once again, the scene temporarily cuts away to show that Davis is still in prison. It turns out that the person wearing the suit in the Ringer's second appearance is Anthony's wife Leila Davis, who took up her husband's identity as a means of getting revenge on Sleepwalker.
  • Distress Ball: Subverted with Julia, who has to be rescued three times by Sleepwalker. What makes her case different from most others is that her social activism comes back to haunt her in ways she could never have reasonably expected, what with the man she exposed for academic plagarism becoming a revenge-crazed supervillain and the illegal corporate dealings she tries to investigate resulting in her getting Mind Raped by an extradimensional demon. It's further subverted in that Julia realizes she's in over her head, and actually stops her activism to try and avoid getting herself in trouble. The trauma of being very nearly being killed on multiple occasions will do that to you...
  • Doomed by Canon: Repeatedly subverted in the case of Spider-Man. The story goes out of its way at several points to show that Aunt May was the one killed by the Burglar, Uncle Ben is alive, Spider-Man successfully saved Gwen's life, and Mary Jane and Peter see each other more as surrogate siblings than love interests.
  • Doom It Yourself: Captain George Stacy is second to none when it comes to keeping gang wars from spiralling out of control and dismantling the empires of costumed criminal lunatics, but he's so incompetent when it comes to home maintenance and renovations that it cost him several thousand dollars to have a contractor clean up his messes.
  • Do Not Adjust Your Set: Lullaby hijacks every television, radio and Internet feed in New York, intending to zombify everyone using these media with her brainwashing "music". They would make her concert go viral, enslaving everyone who listens to it until everyone in the world is a mindless drone under her control.
  • Dragged Off to Hell : This is the horrific fate that the Carrion demon inflicts on his victims. Subverted when Sleepwalker forces Carrion to release them to avoid being burned alive. Carrion later inflicts this on the humans who summoned him.
  • Drama-Preserving Handicap: Sleepwalker could defeat most human enemies instantly by blasting them directly with his warp vision, but his race has a very strict oath against using their warp beams on any living entities except the demons of the Mindscape. Exceptions spring up for humans who are possessed by demons-the psychic shock the humans would feel when they're hit by Sleepwalker's warp beams are instead absorbed by the demons controlling them and the demons are expelled from their minds.
  • The Dreaded: Psyko is the one supervillain that scares the shit out of everybody else. Keep in mind that he mentally enslaved a lot of his fellow supervillains and forced them to serve as People Puppets while he subjected them to their worst nightmares over and over again.
  • Dream Land: The Mindscape, Sleepwalker's home dimension.
  • Driven by Envy: Lightmaster in a nutshell.
  • Driven to Suicide: Cyrus is brutally Mind Raped as an aftereffect of unwillingly harboring the Dreamkiller in his mind by Cobweb. Eventually, after the horrible nightmares he suffers, Cyrus is eventually led by Cobweb to put a gun in his mouth and pull the trigger.
  • Drop the Hammer: While he usually wields spears as his favored weapon (see Blade on a Stick above), Sleepwalker has also been known to use warhammers shaped by his warp beams out of whatever's handy.
  • Dwindling Party: The X-Men fall victim to this trope when they and Sleepwalker penetrate Kevin MacTaggart's nightmare reality. Jubilee and Gambit are killed by the Marauders, Wolverine and Colossus die when their minds are destroyed by their worst fears, Cyclops dies in a fight with one of the demonic creatures of the Mindscape, and Rogue performs a Heroic Sacrifice to allow Jean Grey and Sleepwalker to reach the heart of the nightmare.
  • Eldritch Abomination: Sh'mballah is a borderline example.
    • Cthulhu is a true example, and Sleepwalker's alien nature is the only thing that keeps him from being driven insane when he sees the monstrosity.
  • Enemy Mine: When Sleepwalker and 8-Ball find themselves outnumbered by the Serpent Society, they take a moment to help each other out against the serpentine mercenaries, even if they don't exactly team up. Later done by Spectra and Sleepwalker when they're forced to team up against the Mutant Liberation Front.
  • Energy Absorption: Hellrazor has the power to absorb almost any kind of energy and use it to increase his strength and stamina. He can absorb everything from Sleepwalker's warp beams to the punches of the Incredible Hulk without being harmed.
  • Epic Fail: In Real Life, New York has become much safer and less crime-ridden than it used to be. However, the Earth-2706 version of New York wasn't so lucky. As Mayor of New York, Rudy Giuliani's law enforcement initiatives were a dismal failure. J. Jonah Jameson became so angry with Giuliani's inability to lower the New York crime rate that he became hell-bent on destroying Giuliani's attempts to run for President.
  • Epiphany Therapy: There have been a few times when Sleepwalker's guilt and rage have nearly gotten him killed or driven him completely insane. It's only through Rick's intervention, by revealing the truth of what's going on, that Sleepy manages to pull himself together.
    • Sleepwalker himself inadvertently does this when he manages to make the Hulk aware of Sh'mballah raping his mind. In the process, he ends up drawing together the different parts of the Hulk's extremely fractured personality, which goes a long way to healing his traumatized psyche.
  • Even Bad Men Love Their Papas: 8-Ball's father is extremely sick and kept on life support in a private hospital. 8-Ball uses some of the proceeds from his robberies to pay for his father's medical bills.
  • Even Evil Has Standards: When he begins working for Justin Hammer, Lightmaster is treated to an instance of Hammer flushing the remains of his cremated son down the toilet after the kid overdosed on drugs. Subverted in that Lightmaster is revolted by the action, but not enough that he doesn't take the job with Hammer.
    • Another instance occurs when the radical revolutionary Spectra joins with the Mutant Liberation Front, a group of radical mutant terrorists, when she thinks that they're going to destroy a Fireheart Industries chemical plant. The Front does plan to do that, but they also plan to massacre the colony of homeless people that have moved into the closed-down factory next door as well, since the homeless people are also human. A horrified Spectra is forced to turn against the Front to protect the people, and ends up fighting alongside Sleepwalker to do so.
  • Everyone Went to School Together: Rick and his close circle of friends all attended high school in Albany, before they went to Empire State University as a group.
  • Evil Counterpart: Psyko is this to Sleepwalker, obviously. Sleepwalker also ends up fighting not only The Incredible Hulk, but the Hulk's Evil Counterpart, Mr. Hyde.
  • Evil Feels Good: And Psyko loves the way it makes him feel.
  • Evil Laughter: Psyko is Earth-2706's standout example.
  • Evil Versus Evil: During the Mob War that tears up New York, 8-Ball and Bullseye are hired by rival crime syndicates and end up fighting one another when 8-Ball's sent to destroy the betting parlor Bullseye was ordered to defend. 8-Ball wins.
  • Eye Beams: Sleepwalker's warp vision allows him to physically alter the shape and characteristics of any inanimate object he strikes with them.
  • Failure Is the Only Option: Sleepwalker and Rick have tried a couple of different ways to break their fusion so Sleepy can return to the Mindscape. So far, nothing's worked.
  • Failure Knight: In his heart, Sleepwalker can't forgive himself for nearly ruining Rick's life and for playing an unwitting part in Psyko's creation. He tries to make up for his failure by fighting crime as a superhero, and it takes Rick reminding him of all the good he's done to heal Sleepwalker's mind after Psyko drives him insane.
  • Fate Worse than Death: Rather than being killed off, several villains have suffered this instead. Cobweb is permanently imprisoned in the Mindscape, the Dreadknight is buried at the bottom of the ocean and the Bookworm has been driven completely insane.
  • Five-Man Band: Rick and his friends have become this with Cyrus's death:
  • Flaming Skulls: Fever Pitch is a walking, talking flaming skeleton. He's every bit as depraved and sadistic as you'd expect him to be.
  • Forced to Watch: Moon Knight's origin centres around his making an enemy of Raoul Bushman. Bushman kidnapped Marc Spector and several of Marc's family and friends, taking them to a ruined temple in Greece. There, Bushman forced Marc to watch as he violated, tortured and eventually murdered Marc's loved ones over the course of three days. Marc was just about driven insane both by the horrors of what he saw and the guilt he felt at dragging his family into it, but then Selene, the Greek moon goddess whose temple was violated, called out to him in the dark...
  • For Science!: This is why Dr. Karla Sofen has done the things she does. She's fascinated by the psychology of the evil and insane, and actively allows them to pursue their goals so she can study them.
  • "Freaky Friday" Flip: Well, sort of. Sleepwalker is usually stuck in Rick's mind, but on a couple of occasions their fusion has been reversed and Rick hitches a ride in Sleepwalker's mind. He ended up learning the Sleepwalker language himself this way.
  • French Jerk: Thoroughly subverted by Batroc the Leaper. After all, what other assassin would cook a delicious last meal for his victim before killing him?
  • From Nobody to Nightmare: Denton Phelps was just a nobody, an insignificant nothing, when he volunteered for the Hellrazor Project. He became a nigh-invulnerable Implacable Man who became one of the world's most deadly hired killers, even battling The Incredible Hulk to a standstill.
  • Fully-Embraced Fiend: Being infected with with perverted and malicious energies and nightmares from the Mindscape and turned into a hideous abomination doesn't disturb Psyko in the least. Jeremy Roscoe doesn't mind being a monster-he embraces it.
  • Fusion Dance: Rick and Sleepwalker have a sort of Switcher fusion, in that Sleepwalker can only emerge into the human world while Rick is asleep or otherwise unconscious. While Sleepwalker usually can't return to the Mindscape on his own, he can in fact do so when his fusion with Rick is reversed and Rick's consciousness ends up in his mind. Even then, Rick's body has to be asleep or unconscious and his mind's portal to the Mindscape has to be open for Sleepwalker and Rick to be able to return to the Mindscape.
  • Gang Bangers: Rather than being organized by race or nationality, the Nasty Boys are a group of mutants who fit this trope.
  • Genre Savvy: When she finds out about Rick's connection to Sleepwalker, Alyssa starts to fret about the consequences of what would happen if one of Sleepwalker's enemies found out their "secret identity", particularly the revenge schemes such enemies would hatch.
    • Later on, Lightmaster tries to claim the $1 million award on Sleepwalker's head by causing chaos at Coney Island. Lightmaster correctly notes that, since he's a member of Sleepwalker's Rogues Gallery, if a superhero shows up to try and stop him it's probably going to be Sleepwalker.
  • Glowing Eyes of Doom: Sleepwalker's eyes glow a bright crimson red, while Psyko's glow a sickly poisonous green.
  • Going Critical: Fever Pitch plans to cause a massive radioactive meltdown at an upstate nuclear power plant. What makes this worse than most examples is that the plant was very shoddily constructed and built on the cheap, and kept open by generously bribing the safety regulators. With the resulting explosion, Fever Pitch intends to turn Long Island into Three Mile Island.
  • Going Native: Subverted in that Sleepwalker does not want this to happen, and he's very upset at the idea of it. To him, acquiring a human's outlook on life and losing that of a Sleepwalker is tantamount to losing his identity and his very sense of self.
  • Go Mad from the Revelation: The Bookworm is driven permanently insane when Cthulhu turns his wrath on his "creator".
  • Good Is Not Soft: Sleepwalker's warping powers allow him to do some truly vicious things to his enemies. One of the most extreme examples extends to impaling Mister Hyde with multiple sharp-edged spears that Sleepwalker warped out of sewer pipes and railings. Sleepy's kind of torn about this, particularly in how far he's had to go to stop some of his more powerful enemies.
  • The Greys: It turns out that these creatures aren't actually aliens, but demons from the Mindscape. The alien abductions people claim to have experienced are in fact hallucinations resulting from the Mind Rape the demons inflict on them.
  • Guest Star Party Member: Spider-Man, Captain America, Darkhawk, the Thing and Daredevil have all lent Sleepwalker a hand at different times.
  • Guardian Entity: The Sleepwalker race as a whole serves as this for the beings of our dimension.
  • Guile Hero: Moon Knight is the one who pieces together the Lobo Brothers' actual plot, and determines the mystical links to it. He's also the one who helps Sleepwalker make the connection to the real instigator of the plot, and devises a way to fatally undermine the connection between the real instigator and the Lobo Brothers.
  • Halloween Episode: Halloween Specials have come out every October for the last two years.
  • Handwraps of Awesome: Like all of his race, Sleepwalker wears ragged bandage-like wrappings on his arms and legs.
  • Hannibal Lecture: Psyko gives one of these to Sleepwalker while also delivering a vicious No-Holds-Barred Beatdown. Sleepwalker later throws it back in Psyko's face after Rick brings him to his senses.
  • Happily Married: The Ringer could have had his share of supervillain fangirls, but he's utterly devoted to his wife Leila. They frequently bribe the prison guards to let them spend romantic evenings together. Their sex life is incredibly hot and steamy, too.
  • Hate Plague: Cobweb is the living personification of this trope. He nurtures the feelings of anger and resentment in the hearts and minds of people who've suffered, driving them to feel hatred at those who harmed them, and then inspiring further hatred in the victims of whoever his original victims harm. Although Cobweb did not create conflicts like the Arab-Israeli Conflict or The Troubles, he played a major part in establishing the Cycle of Revenge that resulted, increasing the violence and bloodshed in all these conflicts.
  • Healing Factor: The Sleepwalker race has a natural healing factor which is triggered by mental energy. When Sleepwalker rests in Rick's mind, he can draw extra power from the Mindscape to heal his injuries.
    • At the end of their most recent fight, Sleepwalker has gouged out Mr. Hyde's eyes, burned him so badly most of his flesh is charred black and a lot of it has burned down to the bone, and impaled him straight through on a giant bladed metal spear. Even after all that, Mr. Hyde is still healing, to the point that he's growing new muscle tissue right before the eyes of Sleepwalker and the police as they arrest him.
  • The Heart: Alyssa provides emotional comfort and support to Rick as he deals with his problems, and later extends her help to Sleepwalker. Rick provides a male version when he takes care of a lot of the unpleasant details surrounding the deaths of both his parents and Cyrus to spare his siblings and friends from having to deal with them.
  • Hell Is That Noise: The Shiver Man's appearance starts with an increasingly high-pitched buzzing sound, even as the temperature increases and a thick, smoky mist appears out of nowhere.
  • Henpecked Boyfriend: Alyssa is wonderfully compassionate and supportive, helping Rick deal with his problems. She's also got him completely whipped.
  • Heroic BSOD: Rick suffers one of these when he learns that Psyko murdered his parents. Sleepwalker later suffers an even more severe one.
  • Heroic Bystander: By the time he fights Lightmaster after already dealing with Screaming Mimi, the Mongoose and the Whirlwind, Sleepwalker can barely stand, much less fight back. Lightmaster is about to kill him, but Sleepwalker's rescued by a vacationing Marine who was visiting Coney Island with his girlfriend before Lightmaster started tearing the place apart.
  • Heroic Host: Rick takes having Sleepwalker in his head pretty badly at first, but he's come to accept it...more or less, anyway.
  • Heroic Resolve: Sleepwalker's fights with Psyko push him well beyond his normal limits and bring him as close to death as he's ever experienced. Since Psyko is more powerful than Sleepwalker, it's only through sheer determination, an iron will and a pure, stubborn refusal to give in that Sleepwalker has managed to survive.
  • Hero Insurance: Subverted in that Sleepwalker frequently uses his warp vision to repair the damage caused by his fights. He's even occasionally used it to repair the damage caused by other super-powered battles. Needless to say, the property owners he helps out greatly appreciate this.
  • Hero of Another Story: Heroes like Spider-Man, Daredevil and Moon Knight have their own adventures which are occasionally referred to, although sometimes they intersect with Sleepwalker's own cases.
  • Hoist by His Own Petard: When Cobweb imprisons Sleepwalker in Rick's mind, he eventually gives Sleepwalker the inspiration for how to permanently trap Cobweb in his Mindscape prison. As Sleepwalker himself notes, if Cobweb hadn't done it to him he never would have gotten the idea to return the favor.
    • Later, the Bookworm uses his powers to bring Cthulhu to life from the pages of H.P. Lovecraft. When Sleepwalker breaks his control over the monster, it turns all of its brutal, Mind Raping wrath on the Bookworm.
    • And then there's what happened to Sylvia and Sam Mc Bride, who summoned the Carrion demon...
  • Homage: The fifth Halloween Special is an extended homage to the Nightmare On Elm Street films. Each chapter is named after a film in the series, and one of the victims is a man named Wesley Englund.
  • How Much More Can He Take: Whenever Sleepwalker runs into Psyko, the result is a bloodbath from which Sleepwalker typically emerges more dead than alive.
  • Humanity Is Infectious: Sleepwalker constantly worries about this. It's not a comforting thought.
  • Humanoid Abomination: Psyko used to be human, but that was before he was exposed to a wave of perverted and twisted demonic energy from the Mindscape. It turned him into...well...Psyko.
  • Humans Through Alien Eyes: Coming from a dimension where all the creatures are typically either benevolent or harmful, Sleepwalker finds humans to be among the most confusing and contradictory beings he's ever encountered.
  • Hunting the Most Dangerous Game: Naturally, the Green Goblin is pissed off at Sleepwalker after the events of issue #51, but he's not about to waste too much time or resources hunting down a hero who only crossed him once. Instead, he merely posts a $1 million bounty for Sleepwalker's death, which will ensure that any number of money-hungry psychopaths will go after him.
  • Hurting Hero: Rick was one of these for a long time at the start, but Character Development has made him stronger for it, to the point where he's now the one who's providing emotional support to the rest of his friends in tough times. Sleepwalker, however, isn't so lucky.
  • In the Hood: In keeping with all of his race, Sleepwalker wears a hooded cowl over his head.
  • I Am A Sleepwalker: When Sleepwalker finally confronts the truth behind Cobweb trapping him in Rick's mind, he nearly loses himself in the rage and hatred he feels for his most hated of enemies. It's by recalling who he is, his true purpose in life as a Sleepwalker, that he manages to find himself:
    Cobweb: Who do you think you are?
    Sleepwalker: I am a Sleepwalker...and I swear...by the sacred thoughts of the Silent Ones...you shall not have this mind!
  • I Call It "Vera": The Scarecrow uses a pitchfork he likes to call "Suzie Q" in combat.
  • I Cannot Self-Terminate: The Dreadknight is consumed with the desire to die and return to hell, but his spirit is trapped on Earth by the Bookworm's magic until he kills Sleepwalker. He wants to die, but he can't.
  • Idiot Ball: In her brainwashing concert, Lullaby stupidly mentions where she's broadcasting from, allowing Sleepwalker to confront her. Her idiocy is Lampshaded by Sleepwalker, who at first can't believe anybody would be that dumb but then remembers who he's dealing with.
  • I Let Gwen Stacy Die: Oh no he didn't. Spider-Man actually succeeds at saving Gwen when the Goblin kicks her off the bridge. The Goblin is planning to knock Spider-Man out and let him and Gwen fall to their deaths, but Sleepwalker's distraction prevents the Goblin from doing it and gives Spidey the time he needs to get Gwen to safety.
  • Impaled with Extreme Prejudice: Sleepwalker does this twice, once to The Incredible Hulk and then again to Mr. Hyde. They both survive the experience.
  • Info Dump: An unfortunate necessity, since in many cases this version of the Marvel Universe differs drastically from the official one. This trope becomes the quickest and easiest way to make sure the readers know how things actually work.
  • Jack the Ripper: Sleepwalker tangles with an especially unusual version in the third Annual.
  • Jerk Jock: Rick's friend Red used to be one of these. Flash Thompson is still one of these, although he plays a minor role.
  • Karma Houdini: The Chain Gang benefits from this trope in issue #48, murdering a wealthy couple, looting their entire fortune, beating Sleepwalker to within an inch of his life and leaving him for dead. The issue ends with him boarding a flight to the Cayman Islands, with his entire $70 million fortune safely stored in an offshore bank account.
  • Kick the Dog: To intimidate a subordinate for his failure, Kingpin takes the guy's $4,000 watch (a big status symbol) and crushes it with his bare hand.
  • Kill Him Already: Rick's friend Red gets into an argument with Sleepwalker about this, asking why Sleepwalker doesn't just kill his enemies, instead of sending them to a jail that they're just going to escape from again to cause more suffering. It's subverted when Red himself realizes that he'd have a hard time pulling the trigger to kill a villain, and feels rather disgusted with himself for asking Sleepwalker to do something he can't do himself. Conversely, a frustrated Sleepwalker occasionally wonders if this is the only real solution to stop the villains' crimes...but then he ends up questioning that belief when Spectra helps him save a colony of homeless people that were about to be massacred by the Mutant Liberation Front.
  • Kill It with Fire: This is how Sleepwalker ultimately defeats Carrion and forces the demon to release his victims.
  • Knight Templar: The Thought Police.
  • Legacy Character: Jason Phillip Macendale has taken up the Green Goblin's mantle and now acts as the Hobgoblin.
  • Limited Social Circle: Rick mostly hangs out with his friends from high school, all of whom have also gone to Empire State University. Later averted as he becomes friends with Peter Parker and Gwen Stacy.
  • Loads and Loads of Characters: After 86 issues, seven Annuals and five Halloween Specials, this is bound to happen.
  • Luxury Prison Suite: The Ringer stays in jail while all the other non-powered supervillains escape from Attica Prison, and this earns him favored status with the guards and prison officials. He begins doing mechanical favors for them, like fixing their appliances or souping up their cars, and in exchange they move him to one of these. They also let him see his wife whenever he wants and allow him to set up romantic dinners with her.
  • Lyrical Swap: When she sings her hypnotic concert to brainwash everyone who listens to it into her slaves, Lullaby uses Britney Spears's Hit Me Baby One More Time with some rewritten lyrics that centre around people obeying her.
  • Magical Native American: Played straight with Wyatt Wingfoot and his grandfather. Played shockingly well too, as both characters are portrayed as three-dimensional human beings, and their culture is used as a way for them to empathize with Sleepwalker.
  • Make It Look Like an Accident: The standard technique for superhuman assassinations is to make the victim look like he was a casualty of a random supervillain attack. Hellrazor tries to murder Silent Fox and Wyatt Wingfoot in this way, but it's mentioned that superhuman assassins do this on a semi-regular basis.
  • Make Me Wanna Shout: Ruckus, a member of the Nasty Boys, has this as his mutant power. Sleepwalker later fights Screaming Mimi, who's this trope turned Up to Eleven. The Green Goblin has a case of Make Me Wanna Laugh, as the "lunatic laugh" employed by Phil Urich in the comics is used by Norman Osborn here.
  • Man on Fire: Sleepwalker not only doused Mr. Hyde in gasoline and set him on fire, but also forced him to swallow a lot of that gas before igniting it all. As a result, not only was Mr. Hyde's outer body on fire, but so were his internal organs.
  • Master of Illusion: Cobweb.
  • Maybe Magic, Maybe Mundane: Cyrus appears in Rick's mind one night while he sleeps, and tells Rick not to torment himself over his death. Rick wonders if he's really talking to Cyrus's spirit, or if he's just dreaming the whole thing, but Cyrus points out to him that it doesn't matter.
  • Miles to Go Before I Sleep: Sleepwalker occasionally heads into Death Seeker territory because of his guilt and loneliness. However, his friendship with Rick and his other human companions, as well as the realization that he's doing a lot of genuine good in the human world, give him the strength to carry on. While he still wishes to atone for what he's done and become truly worthy to be called a Sleepwalker, he will not throw his life away if there's another alternative.
  • Mind Rape: Psyko is this trope. The Scarecrow and Deathwatch indulge in this trope too. Naturally enough, Sleepwalker doesn't take too kindly to this.
    • Cthulhu does it to the Bookworm, permanently driving him insane.
  • Mind Rape Is A Special Kind Of Evil: All the illegal things human criminals do disgust Sleepwalker. Mind Rape is a particular Berserk Button for him, however, since his race originated specifically to fight it.
  • Mind Over Manners: Although Sleepwalker can access Rick's memories, he really only did this to learn the English language and get more information on the human world. Sleepwalker has made a point of respecting Rick's privacy regarding his most personal, innermost thoughts. Of course, there are some that Sleepwalker can't help but witness, given how strongly Rick feels about them...
  • More Teeth than the Osmond Family: Psyko's fangs are razor-sharp, sickly green, and and long as a man's finger.
  • Mugging the Monster: Being forced to walk around with a cane makes Rick look like a vulnerable target. When he's mugged in issue #75, the muggers soon realize just what a horrible idea this turns out to be after they hurt Rick. When Sleepwalker emerges, he is pissed.
  • Muggles Do It Worse: A few people have tried to defend themselves with their guns against supervillains, and they inevitably fail. This also applies to non-powered and non-costumed assassins who try to just shoot their victims with guns, who will inevitably get their asses kicked if they run into a costumed hero.
  • Mundane Utility: There are a few examples of mutants who aren't interested in politics and instead use their powers to help with their legitimate jobs. Kurt Wagner uses his teleportation powers to quickly ferry messages around the Daily Bugle, while Buford Wilson uses his superhuman strength in his construction work.
  • My Greatest Failure: Sleepwalker feels a very heavy sense of guilt for nearly ruining Rick's life and eventually leading to the creation of Psyko. While he doesn't typically display it at first, it slowly continues to eat away at him from the inside until he finally snaps.
  • My Species Doth Protest Too Much: Subverted by Sleepwalker and his extreme distress at the idea of developing more of a human outlook on life. He clings as hard as he can to his own race's mentality, as otherwise Sleepwalker would feel like he'd be losing his very identity.
  • Neck Snap: Psyko does this to Sleepwalker as part of a No-Holds-Barred Beatdown which culminates in Psyko hurling Sleepwalker off the top of the Empire State Building.
  • New York City Cops: Being that Sleepwalker is a superhero, he deals with the NYPD's Superhuman Activities Unit on a semi-regular basis. Sleepwalker himself has dealt with Detective Cecilia Perez on multiple occasions, while Spider-Man has referred to Jean DeWolfe, head of the Superhuman Activities Unit, and George Stacy, head of the department's Organized Crime Unit.
  • Nice Guy: Rick Sheridan is one of these at first. He reacts pretty badly when he first learns about Sleepwalker's presence in his mind, and goes through a lot of mental pain as a result, although he continues to demonstrate Nice Guy traits all through the series.
  • No-Holds-Barred Beatdown: When Psyko escapes from Ravencroft, Sleepwalker tries to stop him. Unfortunately, the alien is already nearly broken from grief, anger and guilt over Psyko's crimes and his part in creating the monstrosity, and so Psyko delivers one of these to him during their fight.
  • Noodle Incident: When he meets Sleepwalker, Reed Richards makes an off-hand comment to Ben Grimm about their trip to the Time Variance Authority. Ben only Face Palms, saying that the rest of that week is something he'd like to forget.
  • No One Sees the Boss: The Kingpin is very real and very much in control of his crime syndicate. However, unlike in the official comics, the Enforcers serve as his lieutenants and act for him in dealing with their men and with outside parties. Many people in fact suspect that there is no Kingpin, and that the Enforcers are the true leaders who've created the Kingpin to take the heat off themselves, when the exact opposite is true.
  • No Party Given: Senator Robert Kelly is specifically mentioned as having gotten elected to the American Senate as an independent candidate, bankrolled by the anti-mutant movement. Unfortunately, it's an election year and Senator Kelly is now in very hot water thanks to J. Jonah Jameson's crusading journalism, which has given his Democratic and Republican opponents plenty of ammunition to use against him on the campaign trail.
  • Not a Mask: A recurring tendency in the series is for humans to assume that Sleepwalker is just another human superhero in a strange costume, until he reveals otherwise.
  • Not-So-Harmless Villain: Go ahead, make fun of 8-Ball's supposedly goofy costume and gimmick. We'll just bring the hearse around while you do so.
  • Not Wearing Tights: Subverted by Sleepwalker. He doesn't actually wear a costume, and fights crime in the traditional blue-and-purple clothing of his race. However, his alien appearance and ragged clothing make people think that he's a human wearing a bizarre outfit, at least until he explains otherwise.
  • Now Let Me Carry You: There have been times when Sleepwalker's been on the verge of going completely insane. Rick's intervention has saved not only his sanity, but also his life, on more than one occasion.
  • Official Couple: While Spider-Man isn't the main focus of this series, he is Sleepwalker's most frequent ally and Peter Parker is good friends with Rick Sheridan. Jared deliberately set out to subvert several aspects of the spider-mythos, including making Gwen Stacy Peter's one true love. Not that he ignores the red head...
  • Oh, Crap: Sh'mballah reacts this way when he realizes that he's all alone with an extremely pissed-off Hulk.
    • One of the thugs who mugs Rick in issue #75 gets this reaction when Sleepwalker emerges, traps him with his warp vision, and is completely unfazed by the thug's attempt to shoot him. It goes Up to Eleven when Sleepwalker threatens to peel the thug's flesh right off his bones with his warp vision.
    • A thug who's trying to carjack an innocent man suffers this trope and immediately surrenders when Sleepwalker stops him from stabbing his would-be victim. The other thug tries to flee, but Sleepwalker simply boxes the thug in with his warp beams.
  • Ordinary High-School Student: Rick Sheridan is one of these before Sleepwalker becomes trapped in his mind.
  • Papa Wolf: Sleepwalker is always a fierce fighter, but if you threaten Rick or Rick's True Companions, you are in for a world of hurt.
  • Parental Incest: A young Bruce Banner is molested by his mother Rebecca Banner. You can imagine what it's done for his mental state later as an adult.
  • People Puppets: Chris Powell has the incredibly bad luck to be randomly covered in bizarre battle armor with a mind of its own that hijacks his body and leads to him fighting crime as Darkhawk. He can't control when it happens, and can only watch in horror through the armor's eyes.
  • Pick on Someone Your Own Size: Lightmaster is obsessed with murdering Rick's friend Julia for exposing his academic plagiarism and ruining his career. Never mind that he brought it on himself by cheating in the first place...
  • Planet of Hats: The entire Sleepwalker race is an army of warriors whose sole reason for existing is to protect the vulnerable minds of humanity. Being cut off from being able to do his duty makes life a living hell for the Sleepwalker trapped in Rick's mind.
  • Poisonous Person: Carrion can cause painful burns and blisters on anyone who so much as touches him. Inanimate objects are rusted and corroded away.
  • Police Are Useless: Generally averted, such as with Detective Cecilia Perez, whose help is crucial in allowing Sleepwalker to defeat the Ringer the second time they fight.
  • Popularity Power: Completely inverted. The more of this you have, the lower your chances of appearing in anything outside of guest-star status. The sole occasional exception is Spider-Man.
  • Pragmatic Villainy: When the Green Goblin puts a price on Sleepwalker's head, 8-Ball decides not to go after it. When his girlfriend asks him about it, he explains that he works for the Kingpin, and it wouldn't look good for him to be accepting a hit from one of his boss's rivals.
  • Prison Rape: A few inmates try this, but they never succeed. Jeremy Roscoe immediately makes himself the most feared inmate in juvenile hall by shanking the previous alpha male, who tried to do this to him.
    • In another issue, 8-Ball and several of the other supervillains locked up in Attica Prison laugh about how they brutally maim and injure other inmates who try this on them. Some of the corrupt guards even have a betting pool to see which supervillain will beat up the most attempted rapists in any given year.
  • Psycho for Hire: The Nasty Boys and Hellrazor both fit into this, although Hellrazor's generally more level-headed than most of his competition, something he lampshades in his conversations with the Kingpin and is in fact what got him the job.
  • Psychological Torment Zone: The Black Zone is a part of the Mindscape that's dangerous even for Sleepwalkers. It is the part of the Mindscape where the Sleepwalkers imprison the demons and monsters they capture in their duties, and the very essence of the place is imbued with madness and evil. When Sleepwalker ventures there in issue #60, his mind fills with warped thoughts, spawned by the creatures that are imprisoned here, including some of Sleepwalker's own supernatural enemies.
  • Psychopathic Manchild: Mr. FX is a rather disturbing example, caught somewhere between enjoying watching his victims play like puppets and throwing violent temper tantrums whenver he's upset.
  • Psycho Psychologist: Dr. Karla Sofen, one of the senior psychiatrists at the Ravencroft Institute for the Criminally Insane, has recently been revealed as this trope. Not only did she release both Mr. FX and the Chain Gang from Ravencroft to continue their mayhem, but she also manipulated Dr. Ashley Kafka into releasing Psyko and allowing him to unleash the murderous supervillain invasion of New York City. This was all done For Science!, naturally.
  • Put the "Laughter" in "Slaughter": Committing brutal, mass Mind Rape and murder on his innocent victims isn't just Psyko's role in life, but also a source of joy and fulfillment to him.
  • Pyro Maniac: The pyrokinetic Fever Pitch embodies this trope, with an emphasis on the "maniac" part.
  • Rape Is Okay When Its Female On Male: Oh HELL No!
  • The Real Heroes: The police and the National Guard are every bit as helpful as the Avengers and New York's native superheroes when Psyko triggers the supervillain riots that rampage across the city. Sleepwalker can also attest to the usefulness of Detective Cecilia Perez, who bails him out when the Ringer has him on the ropes in their second encounter.
  • Reality Warper: This version of Kevin MacTaggart is not the evil psychopath that his 616 counterpart is, but rather a frightened little kid who doesn't fully understand his powers.
  • "The Reason You Suck" Speech: Psyko gives one of these to Sleepwalker during a vicious Curb-Stomp Battle.
  • Reconstruction: Of traditional superhero comics. Efforts are frequently made to Justify various superhero tropes and examine how the world would develop if they really existed. Some of the larger trends in recent years, such as Writing for the Trade, are also notably absent.
  • Red Eyes, Take Warning: A few of the humans Sleepwalker rescues get a good look at his eyes, which are compounded like an insects and glow a bright red in the dark. Curiously enough, even though the humans know they should be scared by those eyes, they find them to be strangely reassuring.
  • Resigned to the Call: Rick's mostly come to terms with having Sleepwalker trapped in his mind, although he was extremely upset about it at first. Even when it made his life hell, Rick was still willing to let Sleepwalker out whenever a supervillain came calling.
  • Revenge by Proxy: The Shiver Man can't get at the men who murdered him, so he takes his revenge by killing all of their modern-day descendants in 2007.
  • The Revolution Will Not Be Civilized: A crazed modern-day version of Che Guevara, Spectra thinks nothing of committing murder, robbery or kidnapping to indulge her desire for revolution and hatred of what she views as the "bourgeoisie".
  • Roaring Rampage of Revenge: This is eventually revealed to be the Shiver Man's goal. He was framed and murdered by a group of jealous rival landowners who disgraced his family name, stole his property and reduced his wife and daughters to prostitution. Now, after a hundred and thirty years in hell, the Shiver Man has returned to murder the descendants of the landowners who originally killed him.
  • Rogues Gallery: And boy is it a big one. Aside from all the villains Bob Budiansky, Tom Breevort and Mike Kanterovich created, Jared also took a number of other obscure villains and made them recurring enemies, often after power leveling them a bit. So far, Sleepwalker has tangled with 8-Ball, the Chain Gang, Spectra, the Bookworm, the Ringer, Lullaby, Cobweb, Lightmaster, Hellrazor, Psyko, the Nasty Boys, Mr. Jyn, Equinox, Fever Pitch, Jack the Ripper, the Thought Police, Electro, the Serpent Society, the Dreadknight, the Dreamkiller, Mr. FX, the Shiver Man, the Scarecrow, Sh'mballah, the Mutant Liberation Front, Moonstone, Mister Hyde, the Green Goblin, Carrion and the Hobgoblin.
    • It's eventually Justified when it's indicated that New York has the most supervillains per capita of anywhere in the country, enough to provide a large Rogues Gallery for every hero that operates there. More generally, it's been noted that no matter where you are in the world, whether you live in Ecuador, Libya, Syria, Japan or Belgium, if you put on a costume and start fighting crime, it won't take you very long at all to gain a Rogues Gallery of your own.
  • Rogues Gallery Showcase: When Sleepwalker is suffering from his nightmares at the hands of Psyko, he hallucinates all the villains he's previously fought.
  • Rogues-Gallery Transplant: Hellrazor, Lightmaster, the Nasty Boys, Death Adder, Fever Pitch, Equinox, Electro, the Dreadknight, the Scarecrow, Moonstone, the Green Goblin, Sh'mballah, the Mutant Liberation Front, the Shiver Man and Mister Hyde never fought Sleepwalker in the original comics, but here they've all tangled with Sleepy at least once.
  • Running Gag: Every confrontation between Sleepwalker and Lullaby ends with the police coming upon Lullaby with her mouth duct taped shut and her crying making her eyeliner run.
  • Run the Gauntlet: Sleepwalker is forced to fight Screaming Mimi, the Mongoose, Whirlwind and Lightmaster one after another when they all attack him seeking the $1 million bounty Norman Osborn put on his head, and he's nearly killed by it. He's also forced to take on all six of the Nasty Boys at once in issue #50.
  • Sacrificial Lion: Cyrus, after he's Driven to Suicide by Cobweb's Mind Rape.
  • Samaritan Syndrome: Subverted with Sleepwalker in that he genuinely doesn't mind spending all his time fighting bad guys and never taking any time for himself. It's Lampshaded and Justified when Sleepwalker points out that he's an alien whose mentality is very different from that of a human. His entire race spends all its time fighting monsters and demons, and Sleepwalkers are not susceptible to Burn Out and don't need to take time for themselves or pursue individual goals. It'd be a horrific, crippling existence for a human, but for a Sleepwalker it gives their lives meaning.
  • Scary Black Man: The Chain Gang has a wide variety of superhuman powers, he's an Ax-Crazy sociopath with multiple personality disorder, he's got a hair-trigger temper that's tragically easy to set off, and he wraps himself in razor wire and chains as part of his costume. His being a black man is merely incidental.
  • Scary Scarecrows: The Scarecrow more than lives up to this trope. When he was alive, he dressed up as a scarecrow to frighten people while impaling them on his pitchfork Suzie Q.
  • Sealed Inside a Person-Shaped Can: When Rick is up and about, Sleepwalker is trapped inside his mind. Sleepy can only come out whenever Rick is asleep, unconscious or otherwise incapacitated, although he's able to induce sleep in Rick in an emergency.
  • Secret Keeper: Julia becomes one of these after Sleepwalker has to suddenly emerge to protect her from Lightmaster, although she can't bring herself to tell Rick. Rick himself is pretty irate when he finds out. More recently, Alyssa finds out the secret when Rick has to suddenly release Sleepwalker to deal with Spectra. And now Rick has revealed the secret to Kenny, Cyrus and Red, who all think it's actually pretty cool that Rick knows Sleepwalker.
  • Seinfeldian Conversation: The characters have several of these over the course of the series. Topics include everything from Roseanne's disastrous attempt at singing the national anthem at a baseball game to Peter Parker's admiration of the Russian chemist Dimitri Mendeleev to Kenny and Rick describing just how much Ren and Stimpy and John Kricfalusi both suck.
  • Semper Fi: Lightmaster has an exhausted Sleepwalker at his mercy, but Sergeant Bobby Cameron of the U.S.M.C. rescues Sleepwalker, having taken a trip to Coney Island with his girlfriend while on leave from Iraq.
  • Sesquipedalian Loquaciousness: Sleepwalker learned to speak English from inhabiting Rick's mind, but he still speaks English like a Sleepwalker. Hence his use of multisyllabic words and unusual sentence structure.
  • Shell-Shocked Veteran: The trauma of war, seeing his three closest friends die of radiation poisoning right before his very eyes, being spat on by anti-war protesters, and the eventual realization that he'd been used as a guinea pig by corrupt elements in his government all pretty much shattered the Chain Gang's mind, becoming a costumed supervillain not just for the money, but because for him the war's never ended and he's determined to keep fighting it. The obvious comparison to the novel First Blood is even lampshaded by one of the Chain Gang's personalities.
    • A non-military example comes with Ben Urich, who suffers a slow decline into this trope after three decades of being the Daily Bugle crime reporter in New York City, the most crime-ridden city in the entire nation. Having his nephew Phil murdered by a supervillain mercenary is the final blow that moves him into retirement.
  • Shout-Out: They abound.
  • Shut Up, Hannibal!: After Sleepwalker has recovered from his No-Holds-Barred Beatdown and Mind Rape at Psyko's hands, he comes back for round two. Psyko tries to show Sleepwalker the true results of his actions in the misery and death Psyko has caused, but Sleepwalker fires right back that everything Psyko has done only reinforces his will to fight and reminds him of his true responsibilities as a Sleepwalker. Even if Psyko were to kill him, Sleepwalker wouldn't have any compunctions about Taking You with Me, as he would die in battle with the greatest of honor.
  • Sickeningly Sweethearts: Their friends have ripped Rick and Alyssa for being like this.
  • Sins of Our Fathers: After his disgrace and murder, the Shiver Man has returned to collect what he considers to be a blood debt owed to him by the completely innocent and ignorant descendants of the men who originally killed him. Sleepwalker doesn't take too kindly to that, and the Shiver Man is quite willing to extend his lust for vengeance to Sleepwalker as well.
  • Sitcom Arch-Nemesis: Kenny has never really explained why he loathes John Kricfalusi so much. His friends decide it's probably better not to ask...for all their sakes.
  • Six Student Clique: It's scary how much Jared followed this trope when he first wrote up Rick and his supporting cast. Rick is the "main character", Alyssa is "the pretty one", Julia is the "smart one", Red is "the muscle", Cyrus is "the quirk", while Kenny borrows elements from both "the wild one" and "the quirk", given his Cloudcuckoolander tendencies.
  • The Slacker: Rick's friend Kenny varies between this and a Cloud Cuckoo Lander.
  • The Sleepless: Sleepwalker's race never sleeps, and so he's immune to anything that would put a human to sleep. Lullaby's singing, which puts people who hear it into hypnotic trances, doesn't work on him. Similarly, when the Green Goblin hits him with a pumpkin bomb full of sleeping gas, it makes Sleepwalker cough but otherwise doesn't affect him.
  • The Smurfette Principle: Alluded to by Julia when she dresses as Spider-Woman for Halloween. Julia explains that Spider-Woman is the only female superhero in New York besides the Invisible Woman, and Sue Storm isn't even in town half the time. She also laments the fact that men tend to vastly outnumber women as both heroes and villains.
  • Smug Super: Electro's powers make him very dangerous, and he revels in it. It's contributed in no small part to his Jerkass, Deadpan Snarker personality.
  • Soapbox Sadie: Rick's friend Julia verges on being one of these, although she's somewhat more bearable than most. We rarely actually see her do any activism, except when some person or entity takes exception to her activities and tries to kill her, at which point Sleepwalker steps in.
  • Song Fic: There's examples. Though thankfully not often enough to be grating.
  • So Proud of You: Very cruelly subverted with N'ogskak, who Sleepwalker is forced to kill after he's turned into a Dreamkiller. He tries to reassure Terren'sk with the pride he feels in his younger sibling and the honor Terren'sk does him by being his brother, but it's very cold comfort, if that.
  • Sorting Algorithm of Evil: Averted. Villains that appeared in the early issues of the series are just as much of a threat to Sleepwalker later on. The Chain Gang outright defeats Sleepwalker in issue #48, and Lightmaster very nearly kills an exhausted Sleepwalker in issue #52.
  • Spanner in the Works: The Green Goblin kidnaps Gwen Stacy and kicks her off the top of the Brooklyn Bridge, fully expecting Spider-Man to try and rescue her. Fortunately, he's planned for that and intends to attack Spider-Man on his way back up, using a sleeping gas bomb to knock Spidey out and send him and Gwen both falling to their deaths. Unfortunately, while the Goblin took Spider-Man saving Gwen into consideration, he didn't account for Sleepwalker distracting him and giving Spider-Man the time he needed to rescue Gwen...
  • Spared by the Adaptation: Spider-Man successfuly saves Gwen Stacy when the Green Goblin throws her off the bridge. Sleepwalker's intervention prevents the Goblin from killing them both.
  • Spin to Deflect Stuff: A security guard tries to shoot 8-Ball in the first issue. He easily deflects the bullets by spinning his cue stick.
  • Split Personality: The Chain Gang has four personalities sharing one super-powered body. Each of them is fully aware of the others, and they openly talk and argue with each other. What others see is a guy repeatedly ranting to and yelling at himself.
  • Spoiled Brat: Lullaby is a perfect example.
  • Staking the Loved One: Sleepwalker's older brother N'ogskak is captured by Cobweb and converted into a nightmarish Dreamkiller, a monster that perverts everything that the Sleepwalker race stands for. When the Dreamkiller is forcibly manifested in the human world as part of a scheme to Mind Rape Cyrus, Sleepwalker is forced to kill N'ogskak in order to free him from the agony of being under Cobweb's control. The alien hero takes it about as well as anyone who was forced to execute the older brother who taught them everything they know, cherish and believe in.
  • Stalker with a Crush: Lullaby has a rather big crush on Rick, and he's less than thrilled about it. Not being inclined to take "no" for an answer, she repeatedly tries to hypnotize him into becoming her boyfriend.
  • The Stinger: Most issues end with a preview of what next month's story will contain. The second Halloween Special has a preview, but after that it also has a monologue from the Scarecrow, promising to pay Rick and his friends a very "special" visit in the near future...
  • Stock Superhero Day Jobs: Sort of. Rick Sheridan isn't actually a reporter, although he does work at the Daily Bugle. Rather, he's a copy boy who helps proofread many of the Bugle's articles before they go to press.
  • Straw Character: The character Lullaby stands out as an example of one that could have been used to examine the disconcerting amount of influence exerted on our society by certain entertainers and 'Celebutantes'; individuals whose talent and/or intellect seems minimal at best, and absent at worst. Instead, Lullaby is portrayed as someone so vacuous and shrill (she literally screams or shrieks every other sentence) that it goes past satire and becomes unintended comedy.
  • Strong as They Need to Be: The Incredible Hulk, of course. An evil example is Mr. Hyde, whose already-frightening strength increases with his bloodlust, much as the Hulk's strength increases with his anger. Oh, and since he's naturally Ax-Crazy, Hyde is a machine of destruction who lacks what little restraint the Hulk has.
  • Stuffed into the Fridge: A male example of this trope occurs when the Mind Rape Cyrus suffers at Cobweb's hands simply becomes too much for him to bear, and he's led to kill himself less than two days after Rick's birthday as a particularly depraved birthday present for Rick and Sleepwalker.
  • Superhero Paradox: Reading between the lines, the aversion of this trope has been a recurring theme throughout the series. Most of Sleepwalker's enemies became supervillains through circumstances entirely unrelated to him, and only ended up becoming part of his Rogues Gallery because he got in their way. It's occasionally played straight, however, with the few enemies whose creation Sleepwalker is indirectly connected to, such as Psyko, the Dreamkiller and the Dreadknight.
  • Superman Stays Out of Gotham: According to Word of God, heroes like The Mighty Thor, Iron Man, Doctor Strange and The Avengers are not based in New York City, which explains why they don't typically show up to deal with a lot of these threats. Another problem is the sheer number of supervillains as compared to the much smaller number of heroes, which means that most of the time every hero has his or her hands full with their own Rogues Gallery.
    • Notably averted when Spider-Man, Daredevil and Sleepwalker all independently arrive to try and stop the Nasty Boys from murdering a safehouse full of police informants, and they all spontaneously team up to fight the Boys. Also averted when Psyko's supervillain riots break out in New York, and every hero gets in on the action, with Captain America and the Avengers arriving to lend a hand the second time.
  • Take That: These abound too. John Kricfalusi, Ann Coulter and Alex Rodriguez are favorite targets.
  • Taking You with Me: Invoked by Sleepwalker when he says that he'd have no problem killing Psyko with his last ounce of strength if Psyko were to slay him. Normally, Thou Shalt Not Kill is the Sleepwalker rule, but a loophole exists when a dying Sleepwalker may terminate a threat by killing it along with him.
    • Spectra has given up hope of ever achieving her dream of creating what she would consider a better world. However, she decides to go down in history by making a statement and killing the Mayor of New York.
  • Talking to Themself: The Chain Gang's four personalities are all aware of one another, and all speak through one single voice.
  • Thematic Rogues Gallery: Sleepwalker's rogues gallery doesn't really count as this trope, but the Incredible Hulk's does. Bruce Banner was forcibly turned into a monster against his will, but his enemies are people who voluntarily chose to become monsters.
  • There Are No Therapists: Subverted by Dr. Karla Sofen, who seems more interested in studying the crazed inhabitants of the Ravencroft Institute for the Criminally Insane than actually treating them.
  • Thou Shalt Not Kill: Sleepwalker explains that his race has a strict no-killing rule. It's Lampshaded and subverted by Psyko when he notes that if Sleepwalker were to kill him, Psyko would in fact have succeeded in making Sleepwalker commit one of the gravest dishonors possible, and Psyko's evil and soul would then take hold of Sleepwalker and live on through him.
  • Tome of Eldritch Lore: The Bookworm acquired his powers through his own magical studies, and now he can make just about any written material this trope if he focuses his power on it. The most powerful example of this trope is when he uses a scroll from the Darkhold, a Tome of Eldritch Lore created by a demonic elder god who scattered the book's pages all over the world for evil humans to find, to forcibly revive the Dreadknight and make him kill Sleepwalker.
  • Too Clever by Half: Cobweb gets burned by this trope when he traps Sleepwalker in Rick's mind. Not only does this help Sleepwalker figure out how to permanently deal with Cobweb, it gives Sleepwalker a way of escaping Cobweb's gruesome fate...using the very same limitations Cobweb imposed on him.
  • Took a Level in Badass: Many of the villains Jared uses were obscure losers in the official Marvel comics. For his "Ultimate" re-imaginings, Jared tends to toughen them up as part of his C-List Fodder aversion.
  • Touched by Vorlons: This works both ways, with Sleepwalker gaining the ability to manifest in the human world when Rick sleeps, and Rick himself learning Sleepwalker's language when he enters into Sleepwalker's mind.
  • True Companions: Rick and the rest of his high school clique from Albany fits into this trope, and in fact they chose to go to Empire State University together. In a way, it's also expanded to include Sleepwalker, with Rick's friends developing their own personal bonds with him even if Sleepy really doesn't feel he belongs or that he deserves their friendship.
  • Tuckerization: He doesn't actually appear in the story, but when Rick and Peter first come into J. Jonah Jameson's office, Jameson is on the phone with the newspaper's editorial cartoonist an Objectivist named Steve.
  • Turned Against Their Masters : Outraged at his humiliation of Sleepwalker forcing him to release his victims, the Carrion demon decides to turn on his human summoners and drag them off to hell instead.
  • Uncle Pennybags: Kenny is like this with his friends, sweet-talking his wealthy parents into letting the group borrow their massive recreational vehicle and fancy cabin for a week.
  • Underestimating Badassery: Bullseye brags about being an A-lister, and mocks 8-Ball for his supposed C-list status. 8-Ball shows him why it's a very bad idea to underestimate a guy with a helmet designed to look like a giant billiard ball.
  • Understanding Girlfriend: It takes Alyssa a while to fully accept Sleepwalker's presence in Rick's life once she finally finds out, although she makes a point of remaining supportive to Rick and actively trying to come to terms with it. When she does, she in fact comes to care very deeply for Sleepwalker when she realizes what he's had to go through.
  • Unflinching Walk: One of the thugs who mug Rick Sheridan in issue #75 shoots Sleepwalker five times as the alien warrior advances on him. Sleepwalker doesn't even flinch.
  • The Unpronounceable: Like his 616 counterpart, Sleepwalker simply has humans call him by his race's name, since their vocal cords can't pronounce it in his language. We eventually find out Sleepwalker's actual name, but when it's translated into English it sounds especially painful and stilted to him and he prefers to just have humans call him by his race's name anyway. This trope is averted when Sleepwalker and Rick are conversing in Rick's mind, since there Rick isn't bound by his body's limitations and can speak to Sleepwalker in his own language.
  • Unstoppable Rage: Sleepwalker suffers from this whenever he fights Psyko. Although Psyko is much more powerful than Sleepwalker, the sheer anger and hatred Sleepwalker feels for the monster allows him allowing them to push his powers Up to Eleven and take the kind of punishment you'd expect more from Wolverine or The Incredible Hulk. It has a distinct downside in that Sleepwalker is typically so exhausted after such a battle that he can't emerge from Rick's mind for a few days until he recovers.
  • Unusual Euphemism: Kenny likes to "bake" brownies. Specifically, brownies with a certain "magic ingredient" in them.
  • Unusually Uninteresting Sight: The paramedics who try to take Sleepwalker to the hospital after his defeat by the Chain Gang are at first a little surprised when the alien vanishes right in front of them, but they've seen so many bizarre things in the nearly ten years since the Fantastic Four returned from space that they've mostly gotten used to weird things like this.
    • More generally Lampshaded by Red when Rick confesses his fears that his friends would have thought he was crazy for telling them about Sleepwalker. Red points out that in the last few years the world has seen concrete proof that magic is real, that aliens exist, and that superhuman powers are possible. With that kind of a backdrop, Sleepwalker being trapped in Rick's mind isn't all that unusual.
  • Villain Decay: The author has gone out of his way more than once to subvert this trope by allowing villains who run the risk of suffering from it to actively win fights and succeed in their plans.
  • Villainous Breakdown: The Green Goblin goes completely out of his mind with rage when Sleepwalker thwarts his attempts to murder both Spider-Man and Gwen Stacy.
  • Villain Team-Up: A variant in that Sleepwalker's enemies aren't the ones that team up. Instead, Spider-Man's old enemies reunite as the Sinister Six as part of Doctor Octopus's latest evil scheme. To even the odds, Spidey hastily recruits an impromptu team of heroes, one of which is Sleepwalker. It culminates in a six-on-six battle royale, with Sleepwalker, Darkhawk, the Thing, Captain America and Daredevil fighting Electro, the Sandman, the Rhino, the Scorpion and the Shocker while Spider-Man takes on Doctor Octopus.
  • Walking Wasteland: Carrion is like this, able to not only rot his living victims but also rot away any and every inanimate object he comes into contact with.
  • We Are as Mayflies: The Sleepwalker race typically lives for about nine centuries, growing to adulthood after about five years or so and only being unable to conceive children in the last five or so years of their lives. This naturally gives them an immense population, but the fact that so many Sleepwalkers tend to get killed in battle against the horrors of the Mindscape tends to even things out. Terren'sk, the Sleepwalker trapped in Rick's mind, is around 275 years old.
  • Web Serial Novel: While the series is based on a comic book, and has regular monthly updates like a comic book, it's entirely in prose form because the author sucks so bad at drawing that he makes Christian Weston Chandler look like Leonardo da Vinci. No joke.
  • Weird West: The Shiver Man was framed and falsely accused of organizing Mexican bandits in the Arizona Territory in 1877, and he was subsequently hanged by a posse of the men who framed him. In his rage, he sold his soul to the Devil and was tortured in hell for 130 years until he was given supernatural powers to take revenge on the descendants of the men who murdered him.
  • "What Do They Fear?" Episode: More than one, actually. Anyone who falls victim to Psyko's Mind Rapes is forced to relive their worst nightmares over and over again, while Deathwatch and the Scarecrow compete to see which of them can better Mind Rape Rick and his friends.
  • What Kind of Lame Power Is Heart, Anyway?: Think that the Bookworm's ability to bring to life anything he reads about is lame? Try saying that after he gets his hands on some works by H.P. Lovecraft.
  • When She Smiles: Alyssa Conover is beautiful all the time, but Rick has a special fondness for her smile, thinking that she could warm the heart of Doctor Doom with it.
  • Why Don't You Just Shoot Him?: After Sleepwalker and Spectra defeat the Mutant Liberation Front, Sleepwalker tries to capture Spectra but she easily subdues him. With Sleepwalker completely at her mercy, Spectra contemplates killing him but can't bring herself to do it after he helped her protect the baseline humans the Front was planning to murder. Spectra is so confused that she lets Sleepwalker live and flies off, not knowing what else to do.
  • Wicked Cultured: Batroc the Leaper reads poetry by Victor Hugo, listens to operas by Jean-Jacques Rousseau, wears impeccable Yves St. Laurent suits and cooks a world-class Cordon Bleu meal for one of his victims, sharing it with him before he dies.
  • Wolverine Publicity: The X-Men, including Logan himself, guest-star in Annual #2 to help Sleepwalker against Cobweb and Proteus. However, this is used very effectively, with the X-Men providing an outlaw hero foil for Sleepwalker, and their section of the Marvel Universe turbo-charging the impressive nightmare villains Sleepwalker faces.
  • Woobie, Destroyer of Worlds: Some of the disturbing imagery Mr. FX displays during his psychic temper tantrums imply that the poor guy is seriously messed up on an emotional level. This is brutlaly driven home in the fifth Annual, when Sleepwalker sees the hell that Mr. FX experienced while growing up.
  • The Worf Effect: Done deliberately when 8-Ball kills Bullseye during their fight to illustrate the author's perspective on C-List Fodder.
  • Would Hit a Girl: When he tangles with Cuffs, Spectra or the second Ringer, Sleepwalker attacks them just as hard as he does his male enemies. The sole exception is perhaps Lullaby, but that's because she's not much of a fighter.
  • Wretched Hive: New York City has some undercurrents of this. It's specifically mentioned as having the most supervillains per capita of anywhere in the world, as well as the highest overall crime rate in the nation. Ben Urich's Shell-Shocked Veteran status also comes from the horrors he's witnessed after three decades covering the New York crime beat, which provide [[in-universe]] Nightmare Fuel to Rick when Ben recounts them.
  • Wrong Genre Savvy: Given that he's supposed to be the A-lister, it stands to reason that Bullseye would win in a fight against the supposedly C-list 8-Ball, right? Wrong.
  • Xanatos Gambit: Cobweb trapping Sleepwalker in Rick's mind ties back into one of these. Every time Sleepwalker thought he would have defeated Cobweb, it all turned out to be part of a larger Evil Plan that Sleepwalker only barely manages to stop by the skin of his teeth.
    • Doctor Octopus sets up one of his own in an attempt to lure Spider-Man into a fight with the Sinister Six and kill him while accomplishing a larger plan. It's only by Doctor Octopus being Out-Gambitted by Captain America that Spider-Man and his allies are able to thwart the Six.
  • You Are Not Alone: Subverted to a great extent when Rick tries to cheer Sleepwalker up when his alien friend is feeling down. The problem, from Sleepwalker's perspective, is that he really is fundamentally alone in the world, because he's an alien being trapped in the human world. While he truly cherishes the friendships he's made with so many humans, at the end of the day he's still a denizen of the Mindscape and Earth can never really feel like home to him. Even when they've taken on an inhuman appearance, people like the Thing can still relate to their fellow humans in ways Sleepwalker never could.
  • You Can't Go Home Again: Sleepwalker is unable to return to the Mindscape because of Rick's fusion. More than that, though, he doesn't really see himself as worthy of returning home to the Mindscape, however much he might want to.
  • You Need to Get Laid: Invoked by Cyrus after he sees Kenny's webcomic:
    Cyrus:...You really need a girlfriend, you know that?
    Kenny: Yeah, tell me something I don't know.
  • Your Worst Nightmare: Psyko's madness beams force their victims to constantly relive their worst nightmares over and over again, even as Psyko takes control of their bodies. The scariest part of this-he can do it when you're wide awake.

Mutatis MutandisFanFic/Comic BooksUltimate Spiderwoman
Under My SkinWeb Serial NovelUnlikely Eden
The Ultimate ShowdownTroper WorksUltimate Spider Woman
The ToasterverseScience Fiction Fan FicInglorious Boshtets

alternative title(s): Ultimate Sleepwalker
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