History:
T'OPALI
Real Name: T'opali
Identity/Class: Extra-dimensional being
Occupation: Soldier
Group Membership: Mindspawn
Affiliations: Cobweb, Esk'odin, N'ogskak, Sk'obe, Sv'ara
Enemies: Avengers (Black Knight/Dane Whitman, Black Widow/Natasha Romanoff, Crystal, Hercules, Sersi, Vision), Cannibak, Rick Sheridan, Sleepwalker
Known Relatives: None
Aliases: None
Base of Operations: The Mindscape
First Appearance: Sleepwalker I#22 (March, 1993)
Powers/Abilities: T'opali carried a Mindrake that could feed on mental energy and convert it into her own powers. She had enhanced agility, reflexes, stamina, speed, and durability. She could lift 10 tons. She could also levitate and had multifacted eyes that granted her superhuman vision. She could observe wavelengths that were invisible to the human eye. She could also project warp-beams from her eyes that would alter the shape and strength of physical mater.
Height: Unrevealed
(approximately 6'7")
Weight: Unrevealed (approximately 200 lbs.)
Eyes: Red
Hair: Brown
History:
(Sleepwalker I#33 (fb) - BTS) - T'opali and all of the Mindspawn were created by Cobweb, a creature dwelling in the Mindscape who was opposed to the creature Sleepwalker. To confuse Sleepwalker, Cobweb transformed creatures in the Mindscape into the Mindspawn, giving them appearances similar to that of Sleepwalker.
(Sleepwalker I#22) - In the Mindscape, T'opali and her fellow Mindspawn confronted Sleepwalker after his throat had been removed during a battle with Cobweb; unknown to them, Sleepwalker was also under the direct control of his human host Rick Sheridan.
(Sleepwalker I#23) - Sleepwalker finally showed the Mindspawn he'd lost his throat and attempted to help him, leading him through the Mindscape to the Mists of Frozen Time to help fix the damage. Realizing Cobweb must be behind Sleepwalker's injury, the Mindspawn went to confront him. During the fight, Cobweb slew T'opali's allies Esk'odin, Sk'obe and Sv'ara. Cobweb cast T'opali and N'ogskak out of his realm.
(Sleepwalker I#25) - T'opali and N'ogskak continued to fight their way through the Mindscape, at one point battling a Cannibak. Finally they reached the rest of their fellow Mindspawn and told them about Sleepwalker. As Sleepwalker could survive on Earth, this confirmed to the Mindspawn that they could similarly survive there and thus should begin a full-on invasion of the planet. When Sleepwalker returned to the Mindscape (now in full control of his mind), T'opali and the other Mindspawn asked him to lead their invasion force but he refused. Using Sleepwalker's connection to Rick Sheridan's mind, they journeyed to Earth, leaving Sleepwalker trapped in the Mindscape. T'opali and the other Mindspawn began assaulting humans, striking them with Mindrakes to increase their own power. Realizing they needed to destroy Rick Sheridan's mind to avoid being forced back into the Mindscape, they went to assault Rick. Sleepwalker feigned to be on their side and struck Rick with a Mindrake to prove his loyalty to the Mindspawn.
(Sleepwalker I#26) - T'opali gave Sleepwalker the garb of a Mindspawn warrior. T'opali accompanied Sleepwalker as he brought Rick Sheridan's body to where the Mindspawn were assembling other humans into a large pen to feed on their psychic energies. T'opali watched as Sleepwalker then defeated N'ogskak in combat and she declared Sleepwalker their new leader. Suddenly, the Avengers confronted them.
(Sleepwalker I#27) - Sleepwalker led T'opali and the other Mindspawn against the Avengers. As the Avengers started to triumph, T'opali cast a message into the sky with her warp-beams, summoning the Mindspawn to retreat; they teleported back into the Mindscape, leaving Sleepwalker behind.
(Sleepwalker I#33) - When Sleepwalker returned to the Mindscape, T'opali and the other Mindspawn attacked him and brought him to Cobweb. Cobweb then revealed the Mindspawn weren't members of Sleepwalker's race, but were creatures of the Mindscape Cobweb had commanded all along. When Sleepwalker defeated Cobweb, T'opali and the other Mindspawn reverted to their true forms and fled into the Mindscape.
Comments: Created by Bob Budiansky, Kelly Krantz and John Lowe.
T'opali also appeared in a seeming flashback in Sleepwalker I#32 where Cobweb presented what he claimed was Sleepwalker's origins (but was all a pack of lies).
This profile was completed on 03/18/2026 but its publication was delayed, as it was intended for the Appendix's 25th anniversary celebratory event.
Profile by Prime Eternal.
CLARIFICATIONS:
T'opali should not be confused with:
images: (without ads)
Sleepwalker I#25, page 20 (main)
Sleepwalker I#25, page 26, panel 4 (face)
Appearances:
Sleepwalker I#22-23 (March-April, 1993) - Bob Budiansky (writer), Kelly
Krantz (penciler), John Lowe (inker), Donald Daley (editor)
Sleepwalker I#25 (June, 1993) - Bob Budiansky (writer), Kelly Krantz
(penciler), Frank Percy (inker), Donald Daley (editor)
Sleepwalker I#26 (July, 1993) - Bob Budiansky (writer), Kelly Krantz
(penciler), Harry Candelario (inker), Christopher Ivy (inker), Scott
Koblish (inker), Bill Wylie (inker), Donald Daley (editor)
Sleepwalker I#27 (August, 1993) - Bob Budiansky (writer), Kelly Krantz
(penciler), Harry Candelario (inker), Jonathan Holdredge (inker), Scott
Koblish (inker), Val Mayerik (inker), Frank Percy (inker), Donald Daley
(editor)
Sleepwalker I#33 (February, 1994) - Bob Budiansky (writer), Kelly Krantz
(penciler), Don Lomax (inker), Donald Daley (editor)
First posted: 09/04/2026
Last updated:
03/18/2026
Any Additions/Corrections? please let me know.
Non-Marvel
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