I, too, hear things when I first lie down to try to sleep. Sometimes I hear what sounds like old radio broadcasts of baseball games - weird. sometimes music, sometimes people talking, but not to me. My meds have pretty much stopped all that chatter, however, and for that I am grateful. I also find that when I first lie down I get a panic attack - my heart races and I get really frightened for only a few minutes then I am OK - even with the meds this happens.