Llewellyn's proposal that rapid eye movement (REM) dreaming reflects elaborative encoding mediated by the hippocampus ("seahorse") offers an interesting perspective for understanding hallucinations accompanying sleep paralysis (SP; "night-mare"). SP arises from anomalous intrusion of REM processes into waking consciousness, including threat-detection systems mediated by the amygdala ("almond"). Unique aspects of SP hallucinations offer additional prospects for investigation of Llewellyn's theory of elaborative encoding.