Ten Ss were REM deprived for three consecutive nights by being awakened at the onset of each REM period and asked for a report of what was on their minds. Two groups were formed by dividing these reports at the median on the Dream-like Fantasy scale. All Ss took a Wechsler Adult Intelligence Scale (WAIS), Minnesota Multiphasic Personality Inventory (MMPI), and Rorschach before deprivation and repeated the WAIS and Rorschach after deprivation before the recovery night of uninterrupted sleep. Subjects low in REM onset fantasy showed more postdeprivation change in waking test behavior than Ss high in REM onset fantasy. WAIS scores improved and Rorschach signs showed a shift to introversion. This suggested that moderate REM deprivation was accompanied by more positive changes in waking behaviors for Ss whose fantasy tended to be REM-state specific than for those whose fantasy mentation was generally more available throughout sleep and waking states.