I've been on 75 mg of Topamax twice a day since the end of April 2009. While on it there would be nights when, just before falling asleep, my mind would begin to race. All too often the thoughts would be angry thoughts at persons who hadn't really wronged me. These racing thoughts would continue for sometime until I would finally get up with a headache. I would take aspirin for the headache and read for a half hour or so, go back to bed and sleep soundly the rest of the night. When I awoke the next morning, I was wasted, as though I hadn't had a full night's sleep. - like the time my mind spent racing was spent fully awake. And, should those racing thoughts been angry thoughts, they would be shown to be totally unfounded in the morning. Note this does not happen every night and does not necessary happen at bed time. It may occur if I arise to use the bathroom during the middle of the night. It also may not be related to Topamax, but it ONLY started after I began taking that drug.