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Don’t Rest Your Head (DRYH) is a horror game by Fred Hicks that takes place in the Mad City, a place of nightmares that’s something like an urban Alice in Wonderland on a bad acid trip. Your characters are the Awake, driven to insomnia by some sort of problem or another who have found a way into the Mad City and who can use its twisted reality to hopefully solve their problems before the nightmares kill them or worse.
The pdf of the game reviewed here comes in two variations, one of which has the ragged black border removed to make printing easier on your printer. It can also be purchased as a softcover book. Stylistically, the game is attractive enough. The images are basically Photoshopped photos. They work better than you might fear, but art done specifically for the game would have been nicer (and more expensive). The writing is clear and straightforward, and the examples are helpful.
Setting
The normal world is represented by the Sleeping City, and its inhabitants are the Sleepers. You grew up in the Sleeping City, but something kept you from sleeping long enough that you became Awake, things clicked, and you found the Mad City, where the answers to your dilemma most likely lies. The Sleeping City has many entrances to its dark cousin, and they’re not necessarily stable. Thankfully, they’re usually two-way, so you can escape to the Sleeping City when things get too dangerous. That is, as long as it’s not during the Thirteenth Hour, when the gates don’t work and the Nightmares hunt you in earnest. It’s always night in the Mad City, and it’s a crowded, urban, anachronistic place with technology ranging as far back as a hundred and fifty years. Sites include the Bizarre Bazaar, where pretty much anything can be bought and sold; the High School, where children are converted into Nightmares; the jumbled aircraft protruding from the roofs of the Air Fort; the underground Warrens and more. There’s a definite surreal feel.
Most of the inhabitants here are Sleepers who stumbled in here over the years. They tend to have lost their memories and have taken up a job or role, but this is pretty much all that defines them; they’ve lost the rest of their personality. Some serve the Nightmares. The Nightmares are powerful and almost always malicious, and look like fairy tale characters gone bad. There’s Officer Tock, with his clock face and his long bloody clock hand of a weapon. The Paper Boys are just that, boy-shaped creatures made of newsprint who will write nasty stories about you that come true. Down in the Warrens the Wax King offers pay for carrying out his tasks in the form of memories melted down into waxy coins.
Character Generation
DRYH characters are by definition insomniacs who have seen this hidden reality and gained strange powers. Whether you want to actually use the term “superheroes” to define them is up to you. Characters are created by first answering several questions: What’s been keeping you awake? What just happened to you at the start of the game? What’s the first impression you give off? What are you hiding from the world? What are your goals? These questions summarize your past and personality, and they’re used more for plot and roleplaying than for event resolution.
What your character can do is mostly handled with the three attributes of Discipline, Exhaustion and Madness. Discipline is your general skill level and your most constant trait. Exhaustion starts at zero and increases as you get increasingly tired, much the same way that Madness starts at zero and goes up as you go increasingly – hopefully only temporarily - crazy.
You also have two Talents, one for Exhaustion and the other for Madness. Your Exhaustion Talent lets you perform an otherwise normal ability (i.e. shooting guns, hiding) at superb levels, while your Madness Talent lets you do something normally impossible (i.e. fly, see through walls). Rounding out your basic abilities are your Responses, three of them divided as you wish between Fight and Flight.
System
DRYH’s system is definitely designed towards telling its particular type of story, and support the game's themes well. Although the system may seem a bit complicated at first glance, it’s very easy to get the hang of. When it’s time to roll dice and resolve things, you roll up to three pools of dice at the same time. Ideally each pool has a different colour of dice to distinguish them. The first pool is Discipline. All players start with three in Discipline, which represents more than usual general competence (normal people can only roll up to two dice here). The second pool is Exhaustion, which starts off at zero. If you’d like, you can always add one to your Exhaustion pool, which gives you more dice to roll but makes you more tired. Your Madness pool likewise starts off at zero, but you can always choose to roll up to six Madness dice if you so wish. Roll all the dice and count up all the 1,2, and 3s that you roll; these are your successes. If you choose to use your Exhaustion Talent (which has minor and major variants), you can improve your number of successes, though to do really well with this Talent it helps to have a higher Exhaustion score. If you want to use your Madness talent, you must roll a number of Madness dice equal to the scale of what you’re doing with your power. Against this the GM has a single pool of Pain dice.
There are two parts to resolving rolls. The first compares successes, which determines who comes out on top. The second looks for the highest die result among the four pools. This determines which pool, and therefore theme, is dominant. The dominant part of the resolution is more interesting and tends to add consequences and plot hooks. Dominant Pain is bad news; there is a price to pay, and the GM gets a coin to spend on Despair (more on that later). If Madness dominates, you mark off one of your Responses and must fight or flee, depending on which you marked off, even if you got more successes. Things also run out of control to some extent. If the Exhaustion pool dominates, you get an extra point of Exhaustion and tax your resources to some extent. Discipline dominating lets you get rid of Exhaustion or clear a checked Resource, and is usually the ideal pool to dominate. Pity you only get a maximum of three dice in it.
Example of resolution: Success is simple enough; for instance, if you’re trying to get away from someone and you win, you escape. If the GM gets more successes, you don’t. Success and dominance are dealt with independently. If you succeed and Pain dominates, you may escape but accidentally leave something important behind. If you fail and Exhaustion dominates you don’t get away because you were too tired for the final sprint.
Rolls can always have negative consequences, even if you succeed. If your Exhaustion exceeds six, you crash and are asleep and are easy prey for the Nightmares, who can detect your vulnerable state. This generally kills you or otherwise removes you from the game unless someone else manages to protect you. The game is called Don’t Rest Your Head for a reason! If you’ve already checked off all your resources and Madness dominates, you snap, go temporarily insane, gain a permanent Madness point and lose a point of Discipline; lose all your Discipline and you’ll become a Nightmare yourself. There is a nice balancing act here, where rolling more Exhaustion and Madness dice lets you succeed more often but at the cost of risking crashing or getting permanent Madness, and once those pools grow they’re more and more likely to dominate.
There are a few other complications, like coins. Every time Pain succeeds, the GM gets a Despair coin, which can be used to add or subtract a “6” die roll to any pool in a roll. Once a Despair coin is so used, it turns into a coin of Hope, which players can use as free “1” result in the Discipline pool for one roll, recover Exhaustion or uncheck Responses, or to lose permanent Madness and restore lost Discipline, though this last is pricey. There are also Scars, which are important experiences that you can use to, once per session per Scar, reroll a single die pool. You can also transform a Scar for larger changes, but this means that the Scar can never be used again. Scars are the closest that this game gets to traditional experience and character advancement.
Game Advice
The game comes with lots of information on how to run it, which is a good thing given the way the system works and the general weirdness of the setting and typical stories. One emphasized point is that because almost any roll can go wrong, it’s strongly encouraged to only roll when it’s vital. Those five questions at the beginning of character creation are important to the general themes and plot structure of the game; the game is much more about designing a story around the characters than blindly dropping the characters into the setting and seeing what happens. Mid-length campaigns are the best sort for DRYH, and it gives ideas on the types of endings that campaigns can have. It’s a game that is set up for telling a story that has a definite beginning and end.
Final Thoughts
There are two problems that I have with the game, but they’re fairly minor. Firstly, more setting detail would have been appreciated. It feels skimpy. The guidelines for making new Nightmares and their minions help and it makes sense that you’d design your own opponents to work with the concerns of the characters, but more would still be nice. You can always get more ideas by going through the inspirational material. The second problem is that it could use hints about how to prevent the players from seeing the Nightmares as goofy. A poor description of the Tacks Man’s needle noses (dogs with sewing needles for heads) can easily ruin the mood. Once the players get savaged by a Nightmare they’ll be wary, but the feel of the game might still stay on a slightly humorous plane.
Overall, DRYH is a strong, dark, creepy game, as much about dealing with the nightmares within as those without. The risks of almost every roll that’s made, the inability to escape to the Sleeping City during the Thirteenth Hour, the almost certain death of anyone who falls asleep… the Mad City is a scary place to visit, and definitely worth it.

