Counting Zzzzs™
Rules and Clarifications

A Blood and Cardstock Game
by Joan Wendland
© 2003

You’re trying to get a good night’s sleep. That means getting some good REM time in. During REM you will dream, and who knows what dreams may come? Some dreams are good, some bad, and some merely help you clear your head for the new day. The longer the dream the better rested you will be by the end – unless it becomes a nightmare. All the players are neighbors trying to sleep peacefully. If something loud happens on the street all players will hear it. A sort of collective unconscious is at work due to your proximity, such that other players can affect your dreams.

Components: Each deck contains 4 key cards, 112 element cards and 28 action cards. Each player keeps a key card in front of him for reference throughout the game. All other cards are shuffled into the draw deck.

Each Key has the color codes for dream themes on one side and a rules summary on the other. They are for reference only.

There are four kinds of Element cards: People, Places, Things and Verbs. Element cards can be neutral, positive, negative, or contextual. Elements with positive point values are always positive. Elements with negative point values are always negative. Elements with no point values are always neutral. Elements that have both positive and negative values on their opposite corners are contextual, and are referred to as Context cards.

Context cards can either be positive, negative or neutral depending on the other cards in your dream at the time you wake up. Context cards can also be forced positive or negative by certain action cards. Once a card is forced one way or the other by an action card the card is no longer considered contextual and will either count as a positive or negative card. Context cards are played sideways (landscape) when placed into a dream. Context cards remain sideways until either an action card forces the Context card positive or negative, or until the orientation of the card is determined upon waking.

There are five types of dream themes. Each element may have any combination of themes associated with it.

  • Dream Themes
  • Nightmares (Yellow)
  • Fantasies (Red)
  • Work/School (Blue)
  • Domestic (Green)
  • Surreal (Purple)

Cards will be color coded as to which types of dreams they are suited for. For instance, your mother probably would not be featured in a dream about work. Cards will be coded for which types of cards they may follow in a dream via the sheep on the side of the card.

There are four kinds of action cards: Wake Ups, Benders, Forces and Blocks. Wake Ups end a dream sequence and wake up either one or all of the players – read the cards carefully. Benders allow a one time only rule bending as described on the card. Forces either affect the orientation of contextual cards, or affect which cards can be placed as the next element in a dream. Blocks are used for blocking the actions of other players.

Wake Ups, Benders and Blocks are discarded immediately after they are played. These cards all take effect immediately. Blocks are the only cards which you can play when it is not your turn.

Forces which affect Context cards should be placed underneath the card they are affecting and left there as a reminder until the dream is scored. Forces which determine which cards can be played as the next element in a dream are placed at the end of a dream as a placeholder for the next card. When a player places an element of the theme required in that space the element is laid over the Force placeholder.

Set up: Separate out the four key cards and give one to each player for reference. If playing with 3 players remove 2 Wake Ups from the deck before shuffling. If playing with 2 players remove 4 Wake Ups from the deck before shuffling. Shuffle the deck and deal 5 cards to each player. Find out which player has his alarm clock set the earliest for work. That unfortunate player will go first. If there is a tie for the earliest riser, use a random method to determine the first player.

Basic play: At the start of his turn the player draws to fill his hand to 5 cards. The player MUST play one element card into his dream after drawing cards. Element cards are Person, Place, Thing or Verb cards. Once adding to his own dream, the player MUST play a second card. The second card must either be an action, or an element added to an OPPONENT’S dream, or a discard. Barring special circumstances (Bender cards) you may not add a second element to your own dream.

Dreams are formed by playing cards face up on the table in front of you. It is best if the first 5 cards in a dream are played in a row from left to right, and the following 5 cards are played in a row beneath the first row. This is because 5 is the minimum number of elements which allows a dream to be scored on waking, and 10 is the number of elements which will cause a dream to end automatically. The card layout helps you and your opponents keep track of your dream’s status.

See the Dream Sequencing rules for details on valid dream sequences. Unless a Force is in play valid dream sequences must be followed. Whether you play a card into your dream or an opponent’s, the sequencing rules apply.

So to reiterate the order of play:

  1. You MUST draw to fill your hand to 5 cards
  2. You MUST play an element card into your own dream
  3. You MUST do ONE of the following
    Play an action card
    Play an element card into someone else’s dream
    Discard one card of your choice

If you have no valid card to play in step 2, you must discard your hand, then wake up and score your dream. On your next turn draw 5 cards and start a new dream.

On the Nature of Sleep: The rules are based on the nature of sleep. Or rather, my personal take on the nature of sleep. Actual mileage may vary.

Dream Sequencing: Dreams, even surreal ones, have a reasonable flow. If you are at your parents’ house in your dream it is more likely that you will be seeing family members than movie stars. Therefore as you play each card into a dream it MUST match at least one theme of the card directly preceding it (unless there is a Force card stating otherwise). Themes are denoted by the colored sheep on the edge of the card.

In addition, you CAN NOT play two of the same type of card in a row. Even Force cards can not overcome this restriction. For instance, you would not have a dream where you’d say, I’m on a beach, no, I’m in my office, nope, I’m in a city… It would be more reasonable to have a dream which went, I’m on a beach and a movie star comes up to me and hands me some suntan lotion….Needless to say you are expected (but not required) to narrate your dream as it progresses. Types are written in the upper left hand corner of each element. Each type of element also has a different colored border as well.

So to reiterate the sequencing rules:

  • Themes on ADJACENT cards MUST match
  • Types on ADJACENT cards must NOT match

You can’t make someone else fall asleep.
You can ADD to an opponent’s dream, but you can not start one for him. That would be the equivalent of making him lie down in his bed, which the collective unconscious can not do.

If you’re not asleep, you’re not playing.
This means that you must start every turn with an addition of an element card to your own dream – to extend the time you are asleep. If you can not add to your dream you wake up automatically and lose your hand (scoring the dream if it has 5 or more elements). You can not play an action card as your first play because your first play must be used to add an element to your dream – thus proving you are still asleep. If playing your first card wakes you up (by being the 10th card in the sequence) then you can not play a second card because you are not asleep.

Waking Up: No dream lasts forever, so you will eventually have to wake up. There are three ways of waking up. Wake Up cards will force you (or an opponent, or all players) to wake up. Once one is played onto your dream, you will wake up unless you have a block card to stop that particular action. Alternatively, if your dream reaches 10 elements you will wake up automatically because you have naturally reached the end of the REM cycle.

Finally, if you have no cards which will allow you to continue a valid dream sequence you will automatically wake up. If this happens show your hand to your opponents to confirm that there is no card which you could validly play on your own dream. When you wake up from lack of appropriate cards to play you discard all the remaining cards in your hand. In all other instances you keep the cards in your hand. Always score your dream no matter how you wake up.

Scoring: Remember the point of dreaming is restful sleep. Therefore any dream with less than 5 dream elements (actions do not count as elements) doesn’t count and is discarded without scoring. Dreams with 5 or more elements have a BASE score of the number of elements in the dream. It is possible for elements to also have individual modifiers based on the presence of other elements in the same dream. These bonuses (or penalties) are called modifiers. Modifiers are added or subtracted to your score, but do NOT change the basic POLARITY of a card (positive, negative or neutral). Modifier card combinations must be in the same dream to be scored, but do not need to be directly next to each other.

Individual modifiers will be written onto the element cards. For instance, the Cooking card is worth 2 extra points when played into the same dream as the Mom card. Negative cards are always negative even if a modifiers adds points to the card. For instance, if Burning has a value of –1, but has a modifier of +2 when played with Hell, then the card has a value of 1+2=+1, but for the purposes of resolving the polarity of any Context cards it is still a negative card. Read each card carefully when scoring.

So to summarize scoring:

  1. Count the number of element cards in the dream (do not count actions)
    1. Discard all of the cards if fewer than 5 element cards
    2. Give yourself 1 point for each element in your dream if there are 5 or more cards
  2. Count the number of positive and negative elements in the dream
    1. If there are more positive than negative elements, rotate all of the Context cards positive
    2. If there are more negative elements than positive elements, rotate all of the Context cards negative
    3. If there are an equal number of positive and negative cards, leave all of the Context cards sideways and count them as neutral.
  3. Add and subtract the point values on the cards. Cards with no point values or Context cards which remain neutral after step 2 do not add any points in this step.
  4. Read the cards carefully and assess any bonuses or penalties from the card modifiers in the gray shaded areas (such as +2 when played with card X).


The score is the base score (determined in step 1) plus the point values (counted in step 3) and any modifiers in effect from playing card combinations (counted in step 4). Once a dream is scored all the cards from the dream must go into the discard pile.

Ever sleep so poorly you felt worse when you woke up than when you went to sleep? Yup, that’s right – It is possible for a dream to score negative. It is possible for your entire score to go negative.

Winning: The first player to reach 40 points wins automatically (40 winks – get it?). If no player has scored 40 points by the time the last card is pulled from the draw deck, then morning has come. Play ends immediately (the player who has pulled the last card may NOT complete his turn). All players wake up. ALL dreams, even those with fewer than 5 elements (just this once), will be scored for points in the usual manner. The player with the most points wins.

Dedication: This game is dedicated to Andy and Kristin Looney, for showing me how to live the dream.

Copyrights: Both the game itself, and the artwork on the cards are copyrighted. Counting Zzzzs™ © Joan Wendland 2002, Artwork © Lar DeSouza 2003

Return to Counting Zzzzs