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Rapid eye movement (REM) sleep is that during which one’s brain activity is heightened and also during which one has the most intense dreams. The sleeping brain is nearly as active as the awake brain during these phases of a person’s sleep cycle, however they only occur for a total of approximately 20% of an adult’s total sleep. When a person first falls asleep they undergo Non-REM sleep for about 90 minutes and then experience short bursts of REM sleep throughout their sleep that grow longer the deeper one is into sleep. My composition “REM” captures the characteristics of a sleep cycle, in a few minutes. The song is divided into phases but the listener can imagine for themselves what the dreamer experiences during these stages. The song begins with sustained strings and a slow melody in the brass section that creates a feeling of falling as the protagonist is falling asleep and becoming more relaxed. The dreamer is then jolted into the first stage of REM for just a few moments with the main motif, followed by another calm “Non-REM” section of the piece. This phase is later interrupted by another longer period of REM sleep, in the form of an extended fantasy of the main melody. After this the dream experiences a phase of sleep that becomes increasingly turbulent and dissonant until it turns into the final stage of REM. The protagonist then awakes and is at peace, which is reflected in the music as it concludes seemingly with a sigh of relief as if to say “It was all a dream.”