Nightmares are common, occurring weekly in 4%-10% of the population, and are associated with female gender, younger age, increased stress, psychopathology, and dispositional traits. Nightmare pathogenesis remains unexplained, as do differences between nontraumatic and posttraumatic nightmares (for those with or without posttraumatic stress disorder) and relations with waking functioning. No models adequately explain nightmares nor have they been reconciled with recent developments in cognitive neuroscience, fear acquisition, and emotional memory. The authors review the recent literature and propose a conceptual framework for understanding a spectrum of dysphoric dreaming. Central to this is the notion that variations in nightmare prevalence, frequency, severity, and psychopathological comorbidity reflect the influence of both affect load, a consequence of daily variations in emotional pressure, and affect distress, a disposition to experience events with distressing, highly reactive emotions. In a cross-state, multilevel model of dream function and nightmare production, the authors integrate findings on emotional memory structures and the brain correlates of emotion.Keywords: nightmares, distress, neurophysiology of fear memory, posttraumatic stress disorder, psychopathology Nightmares are the most common form of disturbed dreaming. Vivid, with emotions escalating at times to the brink of terror, they are manifestations of the dramatic autonomic and cognitive fluctuations that can arise during rapid eye movement (REM) sleep and, under certain circumstances, during Stage 2 sleep. Nightmares can be simple and benign or so emotionally severe that they beg for comparison with psychotic episodes (C. Fisher, Byrne, Edwards, & Kahn, 1970;Hartmann, 1984;Sullivan, 1962). Occasional nightmares are almost ubiquitous in the general population. However, frequent distressing nightmares are more common than generally thought, affecting 4%-10% of individuals by conservative estimates. Nightmares are also extremely common following trauma exposure. Posttraumatic nightmares may depict traumarelated content and, in cases of chronic posttraumatic stress disorder (PTSD), may at times replicate the trauma with great distress (for review, see Mellman & Pigeon, 2005).There has been a proliferation of experimental work on posttraumatic and nontraumatic nightmares in the past 15 years, the vast majority of which has examined the psychopathological correlates of individuals with frequent nightmares. Furthermore, recent advances in neuroscience have greatly expanded our understanding of dreaming and related brain functions (Maquet, 2000;Maquet et al., 2000) as well as the pathogenic mechanisms implicated in fear conditioning and the development of PTSD (LeDoux, 2000;Ohman & Mineka, 2001). However, despite the clear implications of these developments for understanding nightmares, there are still no comprehensive models of nightmare etiology and no conceptual frameworks for understanding the link between posttraumatic and nontraumatic nightm...