Don't Rest Your Head is a very cool little game which feels like it's a mashup of the games Dead Inside and Unknown Armies and the film Dark City (those are all listed as influences, coincidentally enough).
The setting is that the player characters are insomniacs who have, for some reason, crossed into a nightmarish world of half-waking half-dreaming fantasy. Character generation starts with answering a few questions that are half building your chracter's history and also huge flags for the GM to hang stories off. You then define an 'exhaustion talent' and a 'madness talent'. These are super powers, the exhaustion one allows you to do something normal supremely well and the madness one allows you to do any crazy magic thing you want.
There's some listed areas and inhabitants of the Mad City (as this area/state is known) but I found them better as inspiration than as something to be used unchanged. In fact, my biggest problem with the game is the obvious missing question for each character in generation: "What is your Nightmare?" It seems that having each player define whatever is after each character would work better than fitting them into the machinations of the nightmares in the book. That shouldn't be taken as a harsh criticism - it's both easily dealt with and minor given the overall quality of the game.
I absolutely love the system. It involves various colours of dice. The GM gets a colour for 'pain' dice. Players have to have different coloured 'discipline', 'exhaustion' and 'madness' dice. Now, players always roll their discipline and exhaustion dice and may optionally roll as many madness dice as they wish. The GM rolls however many pain dice as are appropriate to the difficulty of the conflict. Low rolls are successes, and the highest success count wins. The cool bit is that the type of dice with the highest showing roll matters too. Whatever that is dominates the situation and has effects in terms of narration and fallout. So there are two axes of resolution - success vs failure and 'how it happened'. I think this will be very cool in play, causing spins on narration that add a lot to play.
The other mechanic is a steady spiral down. The characters are going to steadily be gaining exhaustion and madness. Too much exhaustion and they fall asleep and become prey to the nightmares. Too much madness and they become a nightmare themselves. Gaining these scores generally occurs when that type of dice dominates after a conflict. It is possible to buy back your discipline and end the game back as a normal person, too, but it looks hard (and relies on another economy of hope and despair coins that I don't have a handle on after just one read through).
There's some brief, but good, advice on how to put sessions together based on the way each player answered the questions during character generation. They make a very good set of flags, and Hicks teases out how to use each to the best effect.
The other thing worth commenting on is the graphic design - it's fantastic, really pushing the game's feel at you all the way through.
Very cool game. I'm aiming to try this one out quite soon, possibly even tomorrow.