The boss of the Serta Counting Sheep. #1 instigates all anti-Serta activity. Clever, determined, and afraid of no one, he devises scheme after scheme to thwart Serta’s mission to provide a good night’s sleep to all. No one is sure where #1 came from. Other Serta sheep recall him simply showing up one day and organizing the ongoing rebellion. "He was mesmerizing." says #9. "I remember the day he came to us. We were all just standing around right next to each other eating grass. A few of the ewes fell in love with him. I mean, they took one look at him and the cud just fell right out of their mouths." Not only is he charismatic and persuasive, #1 is an endless source of ideas. From blackmail to dirty tricks, he is relentless in his determination to put his flock back to work, doing what they were born to do...be counted by the sleepless

#2’s main role is to be the right hoof of #1. If Serta Sheep #1 needs an extra set of hands for anything at all, #2 is his man. Prior to becoming a Serta Counting Sheep, #2 found himself on the wrong side of the fence, getting herded into bad situations and hanging around with some shady sheep. Since being made second-in-command, however, he’s a changed sheep. He is prompt, reliable, and a devout follower of the cause and specifically of his hero, #1. He credits Serta Sheep #1 with changing his life and hopes one day to spearhead his own Serta revolution.

Although he admits a lot of it is his own fault, Serta Sheep #13 does seem to have more than his share of rotten luck. "My wool never did grow in right after that run-in with the sheepdog." He says. Despite his frequent mishaps, #13 remains cheerful and dedicated to the cause. He is often whom the other Serta Counting Sheep turn to if they become dispirited. Part counselor, part parental figure, part spiritual advisor, Sheep #13’s inspiring words frequently become rally cries when things look bleak. "We’ll jump again!" and "Sheeps got style!" are just a couple of the most oft-repeated slogans. #13 is currently writing a Serta Counting Sheep memoir, a book he promises you’ll be up all night reading.

Some may consider being an assistant to an assistant an ignoble position, but not #9. Each day presents a new challenge, and he looks forward to the opportunity to lend a hoof whenever necessary. Dependable and earnest., Serta Sheep #9 is not only assistant to #2; he’s also the go-to Sheep for the entire flock, even for extremely physically demanding and grueling missions. Little known fact: #9 is the comedian of the bunch and loves practical jokes. Before becoming a Serta Counting Sheep, one of his favorite gags was to back flip over the fence to fool insomniacs into thinking he was #6.

Aptly named (as he was once eighty-sixed out a window for his traitorous acts), #86 is considered an out-and-out turncoat in certain Serta Counting Sheep quarters. These charges are greatly exaggerated, says #86. "What’s the big deal? I like Serta mattresses. They’re comfy. It’s not like I’m committing treason or anything." "He’s a nice enough sheep." Says Serta Sheep #1, "but personally I gotta draw the line somewhere. He’s not invited to meetings. I’d never trust him with sensitive information. He stays with the flock till I say different, but I got my eye on him." Other Serta Counting Sheep express similar mistrust, something #86 protects, chalking up his behavior to a disorder called "Suspiciously Lame Explanation Evasion Problem," or "SLEEP." "I’m seeking help," was his only other comment before looking around guiltily and trotting off in the general direction of the Kaminski house.

One’s pubescence is trying enough without the stress of an ongoing campaign against the maker of the world’s most popular mattress, as Serta Sheep #½ can attest. "Why does Serta have to make things so hard for us all the time?" he asked, pulling back his lips to reveal the glint of braces. "Ever try to chew cud with braces? I hate everyone!" he cried, stomping to his room and slamming the door. The Serta Counting Sheep recall #½ as a precocious lamb who was always laughing. "Lately he’s just a pain in the rump," says #36, his father. Despite his teenaged angst, #½ can still pull it together and be a team player if need be, and doesn’t mind exploiting his orthodontia for the cause. "Whatever," he says, "I’m moving to California soon anyway."

While 1/16 is too young to really know what’s going on with the Serta Counting Sheep and their mission, he does enjoy the attention he receives at rallies and so forth. The ewes fawn over him incessantly and even the older lambs like having him around. "He’s kind of like a doll," says #9, "like a little plush toy or something." So far 1/16 has had no comment on anything at all and his feelings about anything other than being fed or cuddled are unknown, but his large hooves show great promise in the field of fence-jumping.

While not the sharpest shears in the drawer, #8 is nonetheless one of the most endearing Serta Counting Sheep. Gullible and naïve, his innocent blunders make him the butt of frequent jokes, but he takes it in stride. "I’m a simple sheep," he says. "I hear a noise, I bolt. You can pretty much herd me into anything… what can I say?" He regards the whole mattress tag incident as an unfortunate close call, however, and doesn’t like to talk about it. "I’m not surprised," says #13, "considering the fact that it was his fault we had to spend the night in a jail cell with a guy who eats rocks for breakfast. I got enough problems without his bloopers." In his free time, Serta Sheep #8 likes to practice jumping fences and counting to eight.

Formerly a manager in his division (Local 2320) of Serta Counting Sheep, #36 remembers well the salad days of everyone jumping fences for a living. Barely making enough for the family to get by is a hard pill to swallow for him. "The wife’s had to open up a lamb-care center to help out with the finances." He says. "I’m not proud of it. But I believe in the cause, and I know one day we’ll take Serta down and as we like to say around here, "We’ll jump again!" #36 and his son #½ have recently become more prominent members of the Serta Counting Sheep flock, allowing themselves to more or less serve as "poster sheep" for the disadvantaged. They are currently working with the Ad Council on a Public Service Announcement to increase awareness of their plight and to solicit donations.

After taking on a more predominant role within the flock, #5 has been found to be a little thin-wooled. He’s quick to jump, but also quick to jump to conclusions. #5’s overly invested emotions can sometimes get the best of him. Known for his mood swings, he takes everything personally and firmly believes that a "good cry" can make any predicament manageable. According to some of the others, #5 was never held as a lamb, and has had a constant need for affection ever since. It was that need for affection that brought him into the open and accepting hooves of The Counting Sheep.

Look, I’m a gentle sheep by nature," said #90 when asked to comment on rumors of his recent jail time. "I pay my taxes, I like being left alone; if I did spend time in jail, and I’m not saying that’s the case, it was just ‘cause I was in the wrong place at the wrong time." A bit of a recluse, #90 is known for his strict timetable and fear of spotlights. Given his presumed criminal record, everyone expects him to take risks and be a little more "hardcore." But #90 is quick to explain the dangers of repeat offenses, and suggests that one night in the slammer is enough to keep any sheep on the straight and narrow.

Also known as "The Slacker" of the flock, #53 has lost the ambition to be a top jumper. He has the raw talent, but just won’t apply himself. Preferring junk food over practice, he sometimes lets his self-destructive behavior get in the way of his jumping performance. As more and more people choose the Serta Perfect Sleeper instead of counting sheep, #53 feels less and less motivated to practice. "What’s the point", he says. The only reason the flock puts up with his negativity is because he is #1’s first cousin, and #1 promised his aunt that he would get him a job.

While #1 may be the brains of the operation, #85 is the backbone. A sturdier sheep than most, it falls on him to rally the other sheep when plans go awry. Despite the flock’s current hard times, he faces each day with endless optimism. Is he delusional? As far as #85 is concerned, when you’re part of a team, someone has to keep up morale. Word has it he was a circus sheep before he started jumping, part of a world-famous trapeze act. Though he willingly puts himself at the bottom of every pile, when he’s not jumping, he can be found outside, staring wistfully at the sky.