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Don't Rest Your Head is a Urban Fantasy and Horror Tabletop Game created by Fred Hicks and produced by Evil Hat Productions.

The premise of the game is that the Protagonists are people who, for various reasons, have been unable to sleep for a long time, and they begin to see the extra doors and windows that lead to the Mad City. The Mad City is a strange twisted place where Nightmares walk in the ever present night and lost things end up. The Protagonists must deal with these Nightmares, most of whom would love to taste their Awakened flesh and souls, to complete their personal journeys.

While often compared to an extremely creepy Alice in Wonderland, the specifics of the game, particularly some of its Nightmares, are probably closer to a deranged version of The Phantom Tollbooth. The author himself notes strong influences from and similarities to Neverwhere and Dark City.

The game heavily emphasizes role playing over mechanics, encouraging to roll only for conflicts and to settle them in a single roll when possible. This is largely because almost any roll has a chance of influencing the Protagonist's few stats and leading to self destruction.

The game mechanics use a dice pool system that incorporates three different colored dice for the protagonists to represent their three stats: Discipline, Madness and Exhaustion. The Game Master uses only a single color of dice for the only stat of all Nightmares and obstacles: Pain. Any dice rolled three or under counts as a success, which are added up, but whichever color comes up highest dominates. The two effects are separate and have separate effects, almost always bad. This leads to Protagonists slowly wearing themselves down to the point of death, collapse (a Fate Worse Than Death), or becoming a Nightmare (a fate even worse) even as they become more powerful.

Protagonists also have two special abilities: Exhaustion abilities, which describe some mundane action they can do exceptionally well and Madness abilities, which let them do something literally impossible.

Protagonists are encouraged to take narrative control over how they succeed and what they do.

As of yet one supplement to the game exists: Don't Lose Your Mind, which describes in more depth how to use Madness powers and a great deal of examples to use. It also has some suggestions and alternate rules to crank it Up to Eleven.

This Tabletop Game includes examples of:

  • Alien Abduction: The Xenophile power from Don't Lose Your Mind causes these to happen to you.
  • Anachronism Stew
  • Beneath the Earth: Underneath the Mad City is a system of caves, caverns, and twisting tunnels known as the Warrens. While many known and unknown things live down below, the Warrens are most famous for the Kingdom of Wax, the domain of the Wax King.
  • Bad Cop, Incompetent Cop: Say hello to Officer Tock and his Clockwork Cops. The Cops are weak and ineffective. Tock on the other hand...
  • Boarding School of Horrors: Mother When runs one of these. It's also the only school in the Mad City.
  • Body Horror: Fill up your Madness quota, and *whoosh*-Nightmare. They are invariably extremely bizarre fusions of Victorian citizenry and the art of Salvador Dali. It doesn't help that they're suffering as much as everyone else.
    • This can happen even before becoming a Nightmare with some of the freakier Madness talents in Don't Lose Your Mind. Who wants the ability to open up their ribcage and imprison people inside of it?
  • Bazaar of the Bizarre: Welcome to the Bizarre Bazaar, where dreams and memories, as well as other oddities can be exchanged for goods and services! Strangely, while those at the Bazaar tend to be at truce, the gathering is illegal. It only occurs at 13 o'clock, when the Mad City is at its most deadly, and can be consider "safer" place at time.
  • The Blank: The Smothered Folk
  • Brought Down to Normal: If you survive falling asleep despite having turned into a Nightmare magnet, you're Brought Down To Normal when you wake up. And still a Nightmare magnet until you regain your powers. Have fun.
    • The rulebook actually suggests you might want to have your character Killed Off for Real instead of falling asleep when they crash, because it's not as bad.
  • Cluster F-Bomb: One of the sample Madness Talents described in the Don't Lose Your Mind supplement is a weaponized form of this. Whenever you say fuck, it intensifies things (If you say that there is a fucking fast car it could outspeed a racecar, if a dude is fucking huge he becomes a giant, etc.). Overuse of this power turns you into a perpetually swearing Nightmare known as a Fuckwit.
  • Dark Fantasy
  • Dark World: The Mad City, which is usually the entire setting of a campaign.
  • Demonic Dummy: Overuse the Ventriloquist power from Don't Lose Your Mind, and the dummy into which you've been projecting your consciousness will kill you and go on to become a Nightmare.
  • Earn Your Happy Ending: It is possible for one of the Awake to defeat their inner demons and external foes, accomplish their goals, and return to City Slumbering without the constant threat of death or worse than the Awake always face. Possible and easy are not the same thing, however — and the Mad City is full of people that failed or gave up. Worse, it's Bittersweet Ending at best. Once ones become the Awake, they will find the City Slumbering has become dulled and as strange as Mad City was, it's hard to enjoy their normal life afterward.
  • Empty Shell: The human civilians of the Mad City. If one of them is an accountant, then he is an accountant all the time, and nothing else.
  • Exactly What It Says on the Tin: Don't Rest Your Head. If you rest, you die. Or worse...
  • Extreme Omnivore: One of the perks of the Innards power from Don't Lost Your Mind is that you can live on anything small enough to swallow, regardless of how harmful it would be to anyone else.
  • The Grim Reaper: Mother When is believed to be an incarnation of Death, released into the Mad City the one and only time that someone managed to open one of the doors during the 13th hour.
  • Hearing Voices: The Ears talent from Don't Lose Your Mind has you being advised by a group of often creepy voices which only you can hear.
  • The Heartless: Nightmares tend to embody the worst aspects of humanity — hatred, sleazy journalism, police brutality and incompetence, heartless psychology, gluttony and greed, etc.
  • Hurricane of Puns: Every single Nightmare, and some things besides. Go ahead and laugh if you think the names are funny, because their description will wipe away that smile from your face.
  • Inverse Ninja Law: Another sample Madness Talent described in Don't Lose Your Mind plays with this. You can summon a legion of ninjas to do your bidding, but being a legion of ninjas, they are all Made of Plasticine - their usefulness is mainly in their ability to Zerg Rush anything. Playing the trope a bit straighter, you can instead summon a single, highly competent ninja specializing in anything from explosives to dancing.
  • Mind Control: The Yes power from Don't Lose Your Mind means that you can make people say yes to you and mean it.
  • Never Sleep Again: The player characters.
  • Noble Demon: The Wax King may be trying to drown the city in wax, but he is very nice compared to the other faction leaders. This is to the point that there's some debate over whether he's actually a Nightmare at all — some suggest his similarities to a Nightmare are superficial and he's actually one of the Awake — certainly a remarkably old and powerful example, and a bit changed by his time in the Mad City, but certainly not a Nightmare.
  • One-Man Army: Any one of the Awake can easily bring a terrifying amount of destruction to the table with their Madness Talent. Even a failed roll can have game-changing results. Furthermore, a fully maxed-out (and possibly suicidal) Awakened brings 15 dice to the table: this is enough to overpower the strongest Nightmares described in the book by a fair margin.
    • Of course, bringing all 15 dice to the table is just as bad for the player as for any enemy...
  • One-Winged Angel: Officer Tock is normally a medium-high difficulty opponent. I say normally because he has three situational modifiers that increase the difficulty of facing him. If all three modifiers are active simultaneously, Tock is tied with Mother When as the most powerful Nightmare in Mad City.
  • Power Born of Madness: Madness Talents
  • Reality Warper: Madness Talents can take this form — such as a sample one that lets you alter reality by speaking the language God used to create the universe. The Nightmare for this one is a mindless disembodied voice that warps and perverts things by describing them, known as the Omnipotent Third Person.
  • Sinister Subway: The Underground power from Don't Lose Your Mind lets you visit some very peculiar subway stations.
  • Shock and Awe: The Zap sample power from Don't Lose Your Mind.
  • The Sleepless: The player characters, by definition.
  • Sociopathic Hero: The player characters can swing this way.
  • Super-Powered Evil Side: Getting carried away with their Madness talents will cause a person to transform into a terrifying Nightmare. Unlike most instances of this trope, the transformation is not reversible.
  • Thirteen Is Unlucky: Every 12 hours, there is a 13th hour. Where you cannot escape from Mad City. And every Nightmare is out for hunting. Good luck.
  • To Hell and Back: The whole point of the Orpheus power from Don't Lose Your Mind.
  • Tyrannosaurus Rex: The Dino power from Don't Lose Your Mind can summon it, and - should the summoned T-Rex eat you - become it.
  • Was Once a Man: Many Nightmares and denizens of the city.
  • Weirdness Censor: Anything related to the Mad City has this effect on normal people. If someone enters the Mad City through one of its many strange doors in full view of a normal person, that person will remember them leaving by some other mundane means. When an entire district was pulled into the city, everyone remembered the district being destroyed by a freak fire.
  • With Great Power Comes Great Insanity: Possibly the other way around.