| 1 | * TheChrisCarterEffect: Easily the most common complaint against the second season. A lot more plot-lines, more mysterious antagonists, and several episodes without any real plot progression. While answers have been promised, it hasn't been enough to stop some viewers from dropping the show. |
| 2 | * SugarWiki/HeReallyCanAct: Creator/JoelHeyman gets a relatively small role as a guy [[spoiler: whose pathological insomnia keeps him alive through the Big Sleep]], but he turns in a wonderfully subdued and gut-wrenching performance. This from the guy who is best known for playing [[WebAnimation/RedVsBlue Caboose]] and [[WebAnimation/{{RWBY}} Dr. Oobleck]]. |
| 3 | * SugarWiki/MomentOfAwesome: The shot of Bill walking out of the theater at the beginning of Episode 4. Its a shot that involves almost ''2000 extras'' and was filmed at RTX 2012, several years before the series was released. |
| 4 | * NightmareFuel: The very concept of the story: If you go to sleep, you die. |
| 5 | ** You get the watch a transorbital lobotomy in all its g(l)ory. |
| 6 | ** The Incubus, people who've developed a 'sleep madness' and became sadomasochistic psychopaths who only stay awake by the adrenaline rush from inflicting pain on themselves or others. We see in Day 6 what it looks like from their perspective as [[spoiler:Ellis]] begins to succumb to it, with him haunted by a random clown they saw previously who urges him to kill. |
| 7 | ** The BigBad's agents, who appear to be incredibly charming, likeable people, able to earn the heroes' trust even after terrible first impressions, and will then slowly cause their deaths and rather callously kill anyone they come across. When you ''need'' to trust complete strangers, the most likeable and reliable people secretly being sociopaths out to kill you is pretty terrifying. |
| 8 | * SpecialEffectsFailure: Sam and Jake's car was supposed to have hit Ellis' plane, disabling it. However we never get to see an actual impact or any evidence of damage on Ellis' plane. They simply couldn't afford to trash an actual aircraft or procure one that looked suitably damaged for the shoot. |
| 9 | * {{Squick}}: In the third episode, a man [[RageAgainstTheReflection punches a mirror in frustration]] as he tries to stay awake, and gets shards stuck in his hand. After trying to pull them out, he realizes the pain helps keep him awake... ''and slides the shards back into their wounds.'' |
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