The present study examined the effects of thought suppression on sleep-onset mentation. It was hypothesized that the decrease of attentional control in the transition to sleep would lead to a rebound of a suppressed thought in hypnagogic mentation. Twenty-four young adults spent two consecutive nights in a sleep laboratory. Half of the participants were instructed to suppress a target thought, whereas the other half freely thought of anything at all. To assess target thought frequency, three different measures were used in the wake state and mentation reports were repeatedly prompted by a computer at sleep onset. In support of the hypothesis, results revealed a reversal of target thought frequency at sleep onset: Participants instructed to suppress reported fewer target thoughts than did controls before falling asleep, but more target thoughts afterwards.