You Should Be Playing Don’t Rest Your Head

You Should Be Playing…

Don’t Rest Your Head


Don’t Rest Your Head  is a brilliant little game written by Fred Hicks and published by Evil Hat Productions. Weighing in at little more than eighty pages, and a only little larger than a trade paperback, it is a slim and straightforward exploration of a rules-light, setting-heavy game which explores themes of hope, despair, and insomnia. I was able to pick it up at my friendly local gaming store for $12 plus tax, and about the same price on Amazon. Digital copies can be secured for e-readers, and in pdf form from various online retailers.

The artwork in the book is simple yet evocative. The writing is much the same. Hicks hurries through the Introduction, referring to his game as an “expert role-playing game.” He dispenses with the usual explanation of what role-playing is that many games have in their opening chapters and drives straight into the meat of his work, explaining the themes of the game and the means of character creation. Hicks spends the rest of the pages sketching out the setting of the Mad City, and provides examples of game play, along with general storytelling advice for Don’t Rest Your Head. He finishes the book with recommendations for inspirational material, with many of the same themes and feel of his game.

All in all, Don’t Rest Your Head  can be read cover to cover easily in a single seating, and leaves the reader eager to journey into the mosaic of dreamscapes that is the Mad City. The frenetic pace of the writing leaves the reader breathless, and many of the best ideas are outlined just enough for a skilled storyteller to fill in the blanks. The system itself is extremely clever, and character creation is extremely open. Nearly any sort of concept can be explored through the means of Don’t Rest Your Head. Character creation is rooted in a series of questions about the character’s history and motivations, rather than a series of abstract attributes. To construct a character, the player not only delineates where their character is coming from in experiences, but they are also given the opportunity to describe their character’s immediate circumstances at the start of the game and outline the journey their character will make through the narrative.



The mechanics of the game itself does not enter into the equation until after these questions are answered. Don’t Rest Your Head  uses six sided dice to construct a dice pool. Players and the Game Master each roll their dice pool, with dice rolling a 1, 2, or 3 being considered a success. An action is considered successful if the player rolls at least as many successes as the GM. Characters start with a dice pool based on an attribute called “Discipline” and the GM’s dice pool are called “Pain” dice. All characters start with the same amount of Discipline, and may increase their dice pools through gaining “Exhaustion” dice or using “Madness” dice.

Characters also possess two unique powers, called Exhaustion Talents and Madness Talents. Exhaustion Talents are abilities within human capacity, while Madness Talents are distinctly supernatural. As characters gain more Exhaustion dice – which remain after they are gained – they become better at their Exhaustion Talent. In order to use their Madness Talent, characters must take Madness dice equal to an amount decided by the GM. The sets of dice, Discipline, Exhaustion, Madness and Pain, lead into the more intricate sections of the system.

Playing Don’t Rest Your Head  is like playing chicken with a brick wall. The more you rely on your Madness and Exhaustion dice and talents, the faster your character can progress through their narrative. There is a risk in both, as every dice set in a roll has a Strength equal to its highest die rolled. The set with the highest Strength is considered dominant and impacts the outcome of the action. Rolling more Exhaustion dice increases the chances of your character permanently gaining more Exhaustion dice. Rolling more Madness dice increases the chances of your character slipping over the edge of sanity. Should Pain dominate, then the Game Master gains a mechanic to manipulate dice set Strengths by adding phantom 6’s of a set of their choice to the players’ rolls.

A character’s destruction lies in the system itself, with gaining enough Exhaustion dice causing your character to crash and losing their mind enough through Madness dice leading to your character becoming one of the Nightmares who populate the Mad City. While there are ways to mitigate the damage, the more a player relies on the system, the closer the system comes to killing their character.

The mechanics of the system are excellent in showing the desperation theme that runs throughout the game. Characters are, quite literally, running on fumes, and every challenge in front of them might push them closer to it being their last. Characters who rely on their Exhaustion Talent soon find themselves on the verge of collapse, while characters who rely on their Madness Talent find themselves incapable of coping with difficulties while step-by-step coming closer to turning into the very monsters they fight. There are never any safe rolls in Don’t Rest Your Head,  and the game mastering section of the rulebook outlines this explicitly. The element of danger is around every corner, and the harder a character pushes to towards their goals, the higher the risk of being destroyed before they can reach them.


Welcome to Mad City

The setting of the Mad City is a mélange of dreams and the collective subconscious of pop culture. Best represented as a twisting maze of urban development and decay, it is peopled with strange and unsettling characters. Hicks outlines the three tiers of the city: the streets, the rooftops, and the tunnels below, and he gives just enough information on the various factions to serve as a launch board for most GMs. The world itself is held together with the feeling of a dream’s logic. The powerful figures of Mother When and the Tacks Man are one part pun and two parts word association. The Wax King, who rules the warrens under the city, stands out as the most compelling of the characters, with enough room to be cast as a villain, tragic hero, enemy, and ally – all potentially in the same story. The characters of the Mad City can easily serve as an inspiration for a GM to fill in the blanks of the Mad City with their own twists of imagination and dream.

Don’t Rest Your Head  is run best as a game that alternates between the gamut of fast-paced action sequences and slow, deep examinations of a character’s motivations. The moment dice are used, the element of danger is introduced to the game, and the narrative should reflect this. The game advises the use of flashbacks to expand the narrative without the sense of urgency that fills the rest of the game. By giving the player the task of outlining their character’s journey at the start, Don’t Rest Your Head  is best suited for experienced role-players in a small game.

I do not recommend more than four players, as keeping the story flowing between all characters can get difficult past that number. What’s more, while I have heard of games of Don’t Rest Your Head  lasting years, my experience pushes more towards a game running between just six and ten sessions. A Game Master can keep a game running longer by avoiding dice rolls and by allowing more opportunity for characters to lower their Exhaustion and Madness, as well as careful use of plot tokens gained by Pain to keep characters from pushing too close to the edge too quickly.

With a group of players willing to push themselves towards a goal while the system itself chases after them, a GM can tell a compelling and personal story of desperation and madness. From the onset of character creation to the end of their story, players are challenged to guide their personas without ever quite slipping over the edge. The Mad City awaits the bold and the foolish alike, and many who find their way there will have to beat the odds if they ever wish to leave. It is a rare game that captures the desperation of when your back is to the wall, you’re all out of options, and you’re risking it all on a chance to see the next day.

And that is why you should be playing Don’t Rest Your Head.

David Gordon is a regular contributor to the site.  A storyteller by trade and avowed tabletop veteran, he is always on the lookout for creative tabletop games. He can be reached at


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