Sleeping HTF III is a single, big Flash file by Sleep Mast R to follow Sleeping HTF and Sleeping HTF II. It consists of 60 HTF characters (plus a few pets) sleeping the time away in BEDSPRED. There are several interesting statements written above the characters' heads as well. Its first air came on April 30, 2018; however, it was updated with 11 more characters in September 2018. It is now on deviantART.

Intuitive Description

Sleep Mast R describes this Flash as his grand masterpiece without programming complications. It is also a visual ASMR, built out of a rather unexpectedly tranquil situation: BEDSPRED got affiliated with the Tiring House, making its sleepers sleep for longer and longer, which eventually led to every single bed being booked. Then one rather somnolent day (or night), the whole of Happy Tree Town was sleeping, and thus no one knew whether it was night or day, leading to a possible day-long slumber. The moon gods were then awed at the sight and left BEDSPRED to stay like this, for no one knows how long.

Keyboard Controls

The user is presented right at the entrance door of BEDSPRED. There is a sign saying 0 out of 60 spots are available; i.e., that every bed is booked. Click on the door, and you find yourself looking at Lumpy's bed from the side.

  • The up and down arrow keys change brightness, just like in every installment in the first two Sleeping HTF's (except Nutty in Sleeping HTF, who was outdoors).
    • However, the brightness cannot be changed outside the building, because there are no light switches or dimmers outdoors.
  • You can move left and right using the left and right arrow keys. There are six rows you can look across. You can also look across the leftmost and rightmost columns, and change between rows. To enter a row, click above the bed with that row. To exit a row, click left of the leftmost bed or right of the rightmost bed.
  • Since the characters are owned by various users, you can click on the bed number above any character to see who owns the character. (This only works in the rows, not the leftmost and rightmost columns.)


This chart uses the newest version of SHTFIII; but any differences from the old version are indicated in the "Character Name" column of the chart. Each character in the old version is also in the new version and has the same sleeping position. Letters A-F give the rows; numbers 1-10 give the columns. (The old version has only five rows, A-E.)

Characters in SHTFIII
Bed No. Character Name Owner Sleeping Position
A-1 Lumpy + Whistle MondoMedia on back
A-2 Handy MondoMedia on left side
A-3 The Mole MondoMedia on back
A-4 (double bed with A-5) Lifty MondoMedia on back
A-5 (double bed with A-4) Shifty MondoMedia on left side
A-6 Julia (Winter in old version) Jordanjellybean214 on back
A-7 Jordan K Jordanjellybean214 on left side
A-8 Hovee Jordanjellybean214 on back
A-9 Bigtail Jordanjellybean214 on left side
A-10 Soniclight (Splendid in old version) Jordanjellybean214 on back
B-1 (double bed with B-2) Giggles MondoMedia on right side
B-2 (double bed with B-1) Snowers Nemao on back
B-3 Zoe (Petunia in old version) Nemao on left side
B-4 Petunia (Chip in old version) MondoMedia on back
B-5 Chip (Skaggles in old version) Skaggles upright
B-6 Skaggles + his kitten (in old version, his kitten only) Skaggles on left side
B-7 Nutty MondoMedia on right side
B-8 Music Machiyote on left side
B-9 Harry Sleep Mast R on left side
B-10 Sniffles MondoMedia on back
C-1 (double bed with C-2) Flippy MondoMedia on left side
C-2 (double bed with C-1) Flaky MondoMedia on left side
C-3 Karma Sleep Mast R on back
C-4 Jamie Jordanjellybean214 on back
C-5 Cuddles MondoMedia on right side
C-6 Ginger Sleep Mast R on left side
C-7 Pop MondoMedia on left side
C-8 Cub + Mittens MondoMedia on back
C-9 Mime MondoMedia on left side
C-10 Russell MondoMedia on back
D-1 (double bed with D-2) Joshua Jordanjellybean214 on left side
D-2 (double bed with D-1) Jessica Jordanjellybean214 on back
D-3 Smalltail Sleep Mast R on left side
D-4 Toothy MondoMedia on right side
D-5 Brainy Braixenlover on left side
D-6 Timid Toothy-And-Timid on back
D-7 Blingy (Sponer in old version) Toothy-And-Timid on back/right side
D-8 Sponer (Sleepmoon in old version) Adam Carter on left side
D-9 Sleepmoon (Troy in old version) Adam Carter on left side
D-10 Troy (Nicky in old version) Adam Carter on back
E-1 Snicker (Disco Bear in old version) MarktheTreeKitty1998 on right side
E-2 Lammy + Mr. Pickels MondoMedia on back
E-3 Brownie Nitro-the-Hedgecat on left side
E-4 Truffles MondoMedia on left side
E-5 Jasmine Sleep Mast R on back
E-6 Culu Culu-Bluebeaver on left side
E-7 Elemental FrogKing55 on left side
E-8 Nuggy FrogKing55 on back
E-9 Roter ZDT500 on left side
E-10 Ripley + Snake-Tail Jordanjellybean214 on back
F-1 Splendid (N/A in old version) MondoMedia on right side
F-2 Risky (N/A in old version) RiskFX on left side
F-3 Buddhist Monkey (N/A in old version) MondoMedia on left side
F-4 Fisher (N/A in old version) FishertheFishboy on left side
F-5 Disco Bear (N/A in old version) MondoMedia on right side
F-6 Rudy (N/A in old version) Grubby21 (recommended character) on left side
F-7 Beareo (N/A in old version) Sleep Mast R on back
F-8 Tricksy (N/A in old version) rainbowspetsnaz (recommended character) on left side
F-9 Winter (N/A in old version) Pumpkinsandink on back/right side
F-10 Nicky (N/A in old version) Nicky HTF on left side

Fun Facts

Row A:

  • Above Lumpy, Handy and the Mole: "This is truly the No Hands, No Eyes, No Brain trio now that their hands are under the blankets, their eyes are closed and their brains are not conscious of what's around them."
    • In the old version, that sentence ended with "...their brains are in subconscious mode."
    • The old version had the Mole's hands holding the blankets so the statement wasn't exactly true for him.
  • Above Lifty and Shifty: "Did you know that sleep is one of the many side effects of kleptomaniac theft?"
    • In the newer version only, it further says "...wait, what did the raccoons even steal?"
  • Above Jordan K, Hovee and Bigtail: "Jordan K flies using his tails as a helicopter. Hovee flies using his flaps, and his tail to swoosh. Bigtail's tail can light up by itself in the dark or at night."
    • Jordanjellybean214 personally told Sleep Mast R these facts.
  • Above Splendid in the old version: "But since everyone's sleeping, no one knows whether it's night or day."
  • Above Soniclight in the new version: "And Soniclight is a speedster. Wait, did I say that right?"

Row B:

  • Above Giggles, Snowers and bed B-3: "The reason why BEDSPRED is completely full is that it got affiliated with the Tiring House, so anyone who falls asleep stays asleep."
  • Above Zoe in the new version (mostly above Petunia because the previous fun fact took away the room): "The Z's on the headboard are for Zoe, by the way." Sleep Mast R took the opportunity to be clever!
  • Above Chip: "Putting a laptop in a bed has actually been done once before."
  • Above Skaggles: "Thanks to BEDSPRED, Skaggles is rich and is sobering up."
  • Above Skaggles' kitten in the old version: "BEDSPREAD sure didn't see cat beds coming along." (BEDSPRED was also misspelled in that fun fact.)
  • Above Nutty in the old version: "SWEET DREAMS..."
  • Above Nutty in the new version: "It is assumed that Nutty ate the candy around his body in his sleep."
  • Above Music in the old version: "Fun Fact: Nutty only likes Music because of the candy he gives him occasionally."
  • Above Music in the new version: "Fun Fact: Music's headphones are playing ASMR right now."

Row C:

Row D:

  • Above Joshua and Jessica: "Joshua and Jessica are sleeping in the old tails of Jordan K, Hovee and Bigtail, who grew new tails in a matter of seconds." This alludes to WHHBOLH, where they slept in the same bedding.
  • Above Smalltail: "The yellow teddy bear is not Alfrredo... or is it?"
    • The "or is it?" part wasn't in the old version; it just said "The yellow teddy bear is not Alfrredo." That was presumably done to speculate about Smalltail's stuffed animal.
  • Above Brainy in the old version: "As of now, Brainy is a hybrid. He is Flippy's son and Timid's adopted father."
  • Above Brainy in the new version: "As of now, Brainy is dreaming that his family is asleep, and he is promising never to throw Cub out of anything." Another WHHBOLH reference.
  • Above Sponer, Sleepmoon and Troy: "These three characters probably sleep really easily in any place whatsoever. Here, it would be a million-dollar challenge for them to stay awake."
    • After all, Adam Carter loves sleeping characters.

Row E:

  • Above Disco Bear and Lammy in the old version: "Fun fact: The only main character of HTF who is not sleeping in BEDSPRED right now is Cro-Marmot."
  • Above Snicker and Lammy in the new version: "Snickers' parents are Flippy and Giggles, but the three of them were too sleepy to find three adjacent available beds."
  • Above Brownie: "Brownie has never met the Rejah City Brownie."
  • Above Truffles in the old version (connected to the fun fact above Disco Bear): "Fliqpy and Splendont are not here, either."
  • Above Jasmine and Culu: "Jasmine would probably be sleepless right now if her parents were around."
    • This is due to the unspoken fact that her father is extremely strict around her but nice to others.
  • Above Elemental and Nuggy: "'Elemental-ry, my dear Watson...' - Sleeping Nuggy" but in the old version, the first word was simply "Elementary." It's a Sherlock Holmes quote.
  • Above Roter and Ripley: "No one has ever seen either Ripley awake with his tail sleeping or Ripley sleeping with his tail awake."

Row F (only applicable to new version):

  • Above Risky: "'Ooh, this is Risky!' - Lamp, Battle for Isle Sleep (Now repeat the last word of each line)"
  • Above Buddhist Monkey: "HANDY WAS HERE" (in a fancy font)
  • Above Fisher: "Right now, Fisher is holding a plush of Cuddles."
  • Above Disco Bear and Rudy: "Fun fact: The only main character of HTF who is not sleeping in BEDSPRED right now is Cro-Marmot."
  • Above Beareo: "Fliqpy and Splendont are not here, either." (These quotes got moved from Row E.)
  • Above Tricksy: "Rudy and Tricksy were recommended characters."
  • Above Winter and Nicky: "You'd expect this to happen during the night. The thing is... since everyone is sleeping, no one knows whether it's night or day." (This fundamental fact about SHTFIII was stated above Splendid in the old version.)

Character Lineups

The locations of the characters are not entirely random; there are many aspects through which certain characters have been put near certain other ones.

  • Lumpy, Handy and the Mole are together due to constituting a well-known trio.
  • Lifty and Shifty share a double bed due to being twin brothers. This has been inherited from Sleeping HTF II.
  • The Kaplan Boys are together for obvious reasons.
    • In the new version, their other family members (Julia and Soniclight) are with them as well.
    • In the old version, Splendid was with them due to Hovee and Splendid being good companions. (Winter had no particular reason for being with the Kaplan Boys.)
  • Giggles and Snowers are together, due to being Nemao's favorite shipping (even though he shipped Snowers with Toothy in 2017). In the new version, their daughter Zoe is right next to them. (In WHHBOLH Part 3, the three were sleeping in a double bed with Zoe snuggled between the parents, but Sleep Mast R did not want to do any such thing in SHTFIII.)
  • Petunia's near Giggles because they are best friends in the HTF canon.
  • Chip, Skaggles and his kitten are together for obvious reasons.
  • Nutty, Music and Harry are together due to being brothers (adoptive for Music). Sniffles is also next to them because in the canon HTF, Nutty and Sniffles are good friends.
    • Nutty is next to Skaggles and both are squirrels, but this is just a coincidence; Sleep Mast R didn't think about that when deciding the character locations.
  • Since Sleep Mast R supports the Flippy X Flaky shipping, he put them in a double bed together (and incidentally used this as the thumbnail for the Flash).
  • Jamie is next to Flaky and Karma, due to their mother being Jamie's teacher.
  • Cuddles and Ginger are together due to their interactions in WHHBOLH Part 1.
  • Pop and Cub are next to one another for obvious reasons.
  • Mime is next to Cub as a reference to Adam Carter's 19th birthday present, where Mime and Cub were the main characters, and there was a quiz question about the only canon HTF episode in which they interact.
  • Russell is with Pop, Cub and Mime. He starred with Pop and Cub in Bottled Up Inside, and he interacted with Mime in Mime to Five. Again, this is a coincidence.
  • Joshua, Jessica and Smalltail are together, since they are the only babies who lived in the Kaplan residence at the time the Flash came.
  • Toothy, Brainy, Timid and (in the new version) Blingy are together for being part of the Blackquill family.
  • Sponer, Sleepmoon and Troy are together for being Adam Carter's characters who are good friends.
    • It is unknown why Sponer and Troy are separated when they are the only brothers among the three.
    • In the old version, Nicky was with these three characters, because Adam Carter had previously drawn faithful pictures of Nicky sleeping.
  • Lammy and Truffles are near each other (separated by Brownie, though) because they were the voting options in HTF's "Vote or Die!" poll.
  • Elemental and Nuggy are next to each other, for being FrogKing2010's only characters in SHTFIII, as well as being friends.
  • In the new version, Snicker is in the first column, mainly because both of his parents are.
  • Row F manifestly has most of the characters that were not in the old version.
    • Rudy and Tricksy are near each other (separated by Beareo), because they are the recommended characters of Happy Tree Friends who made cameos in episodes.
    • Winter and Nicky (who were in A-6 and D-10 respectively in the old version) are next to one another, due to being bonded by the character owners.
    • The only character in this row that belongs to Sleep Mast R is Beareo.

Transition from Old to New

In September 2018, Sleep Mast R decided to update this Flash with a sixth row and more characters. He also took the opportunity to update some poses and touch up fun facts.

  • The Mole held the blankets with his hands in the old version, but since that was incompatible with the fun fact written above, his hands were moved under the blankets.
  • Shifty was wearing his hat in the old version; now his hat is on the headboard pole.
  • Originally, Winter and Splendid were next to the Kaplan Boys. They got moved to F-9 and F-1 respectively in the current version, and Jordan K's newer characters Julia and Soniclight took the spots.
    • SHTFIII still does not have Swimmy and Samantha, as those characters were introduced after September 2018.
  • Jordan K had his shirt on in the old version (the sleeve was visible on his left arm), but Sleep Mast R decided that would be needless with the blanket over him, so he removed that.
    • He also removed Jamie's shirt, though that's not exactly visible.
  • The shape of Giggles', Petunia's, Lammy's and Culu's (closed) eyes were changed to meet Sleep Mast R's satisfaction. (The eyes were originally drawn with little vertical segments for the upper eyelids, but those were removed.)
  • Originally, Skaggles and his kitten had their own beds. To fit Zoe into the row with her parents, he put the kitten on the same bed with Skaggles, and removed the cat bed. The kitten's facial hair was also added, to make the kitten more like the latest version.
  • Chip's eyes were originally curved. Sleep Mast R then realized that the eyes were always quadrilateral-shaped in Skaggles' animations, so he removed the curves.
    • Later on (long after the 60-character version was already out), Sleep Mast R updated Chip again, making the laptop merely turned off.
  • Nutty originally had his facial candy in the old version. After Nemao animated him sleeping in bed without his facial candy, Sleep Mast R decided that would be a better idea, thus removing the facial candy, and adding the supposed fun fact that Nutty ate it in his sleep.
  • Music's, Mime's and Smalltail's eyes were closer to straight lines in the old version, and Sleep Mast R was unsatisfied with that so he reshaped them.
    • Music was also moved up a bit. (In the old version his buckteeth went slightly under the blanket.)
  • Cub originally had his beanie on. Sleep Mast R decided that if Pop should be bare-headed then so should Cub, so he removed the beanie and stated as a new fun fact "Cub's beanie fell off due to the physical force of gravity."
  • Jessica had no eyelashes in the old version. Sleep Mast R then added one eyelash on each eye, because when her eyes are closed the eyelashes on each eye are all touching at one spot.
  • Brainy originally had a triangular frown; Sleep Mast R decided to change that.
  • Timid wasn't originally holding the blankets with his hands. Sleep Mast R later learned from one of Toothy-And-Timid's deviations that Timid likes to sleep with his hands holding the blankets.
  • Timid's left eye (the eye on the right in the viewer's point of view) was originally smaller than the other eye, and Sleep Mast R thought that was against perspective because his left eye was closer to the camera. He fixed that in the newer version.
    • However, when Timid is sleeping in WHHBOLH, his eyes have the wrong sizes. (Toothy and Timid's animations were both taken from the old version of SHTFIII.)
  • Originally, Sponer, Sleepmoon and Troy (Adam Carter's characters) took up beds D-7 through D-9, and Nicky was in D-10. Sleep Mast R wanted to add Blingy with the rest of the family (besides Giggles, who's in a different row), so he moved Nicky to F-10, shifted Adam Carter's characters right a space, and put Blingy in the space next to Timid. And now Troy is at the end.
  • Sleepmoon didn't originally have his teddy bear (because Sleep Mast R downloaded this teddy bear for the first time for WHHBOLH Part 2, which came after); the teddy bear was added in the update.
  • Sleep Mast R wanted to add Snicker to column 1 (because both his parents are in column 1). However, he opposed beds A-1 and D-1 (because A-1 through A-3 have a well-known HTF trio, and D-1 is part of a double bed with Jordanjellybean214's babies). He ended up moving Disco Bear from E-1 to F-5 and putting Snicker in E-1.
  • In only the newest version, Ripley's eyes have jiggly movements, indicating REM sleep.
    • Sleep Mast R did this because when he looked at Ripley in the old version, but with the Flash at low quality, he saw jiggly movements in the eyes. He found amusement in that and legitimately animated the eyes to jiggle.
  • Fisher with plush in SHTFIII
  • Fisher with plush in FishertheFishboy's picture
  • The old version had only five rows; the most significant update to the new version is the sixth row. In it, Risky, Buddhist Monkey, Fisher, Rudy, Beareo, and Tricksy are new; the rest were in certain rows of the old version.
    • Risky's sleeping animation is taken directly from WHHBOLH.
    • Fisher is holding the same Cuddles plush he is in FishertheFishboy's own picture of him sleeping.
    • Beareo's bed has a strange color scheme, just like his body.
  • The beds with the characters who weren't in the old version (such as Julia) noticeably have distinguished colors at the neck rim. This is (regrettably) because Sleep Mast R lost his will to make the blanket colors schematically similar in September 2018.


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  • There are a total of 65 sentient characters in the Flash, all sleeping. (Including Whistle, Mittens, Mr. Pickels, Ashy and Snake-Tail.)
    • This is the second most number of simultaneously sleeping characters in a single Flash of Sleep Mast R's, only to be beaten by Object Lounge World.
    • The situation may be considered unrealistically unanimous (even if it were nighttime), as every single living character sleeps continuously from the beginning of the Flash to eternity, and no one even changes position. However, Sleep Mast R gave the reasonable excuse of the affiliation with the Tiring House.
  • The thumbnail is a picture of Flippy and Flaky sleeping in their double bed, on a black background, with Z's written above.
  • There are four double beds in SHTFIII: Lifty and Shifty's (A-4-5); Giggles and Snowers' (B-1-2); Flippy and Flaky's (C-1-2); and Joshua and Jessica's (D-1-2).
    • Giggles and Snowers' is the only double bed with two characters owned by different people.
    • For this very reason, there are 9 bed spots visible from the first column and 6 from the tenth (8 and 5 in the old version), because B-2, C-2 and D-2 are visible for being parts of double beds.
  • All the main characters of Happy Tree Friends (including both Lammy and Truffles), except Cro-Marmot, are in both the first and newest versions of the Flash.
    • Incidentally, both times, the fun facts mention this.
  • Romania residents (e.g., Albatross and the canon characters' parents) are not in SHTFIII. In Sleep Mast R's opinion, that would have been too overwhelming.
  • Row C is the only row with exactly the same characters in the old and new versions, albeit some of the poses being edited.
  • Bigtail is the only character who is not using the bed's blankets (he is using his tail as a blanket).
  • Jasmine is the only character with a sleep mask.
    • The Mole, Chip and Jasmine are the only characters on which you cannot see closed eyes.
    • Thus, the Flash has a total of 62 pairs of visible closed eyes (including those of Whistle, Mittens, Mr. Pickels, Ashy and Snake-Tail). It only has two pairs of open eyes, on Fisher's inanimate Cuddles plush and Sleepmoon's teddy bear (Smalltail's teddy bear's eyes can't be seen under the blanket).
  • Several beds (e.g. Cuddles') are colored exactly like in SHTFII.
  • Splendid is in the 10th column in the old version, and the first column in the new version. Thus by opening both versions you can see either side of his bed.
    • Splendid in the old version is the only character in either version for which you can see the back of the head in the column view.
  • Everyone in column 10, except Nicky (F-10), is on their back. The old version had no such pattern. Sleep Mast R found that slightly awkward but was not motivated to do anything about it.
  • Julia is in A-6, whereas Winter was in A-6 in the old version. Coincidentally, the actress of Veruca Salt in the 2005 Charlie and the Chocolate Factory movie is named Julia Winter.
  • The Flash has Zoe as a baby. However, from October 2018 onwards, Zoe has been seen as a teenage girl.
  • Headcanons may appear to be mixed:
    • Both Zoe (Giggles and Snowers' daughter) and Snicker (Giggles and Flippy's son) are present. However, it is possible that Giggles divorced Flippy after Snicker's birth, and then remarried to Snowers.
    • In Braixenlover's headcanon, Brainy is Flippy's son. Later, Brainy got bonded with Chortle, resulting in Giggles being Brainy's adoptive daughter. This means Giggles is two generations younger than Flippy, and yet they have married and given birth to Snicker. This is perfectly possible but seems implausible.
  • The Handy Was Here running gag makes its appearance above Buddhist Monkey's head (F-3), though in the scene, Handy is in the row on the opposite side (A-2).
  • As of now, there is an entertaining version of this Flash, which is linked in the description of the Slumberville Flash. In it, each character starts out either asleep or awake, and then a situation is played involving a sequence of the characters sleeping/waking/leaving/arriving until there is the final message, "Well, it looks like BEDSPRED will stay like this for several hours."
    • At the front of the screen are additional settings. For example, giving a character a dreamcatcher will guarantee that the character will sleep at the end. (The dreamcatchers were influenced by the customer coupons in Flipline games.) Thus, if you give dreamcatchers to all 60 characters, the Flash will conclude with everyone sleeping just like in the original SHTFIII.

Possible Faults

  • From the perspective of Row B, the back of Giggles' head is resting on the pillow. From the perspective of the first column, her head is clearly lying on the side.
  • Culu incorrectly has a red nose in the old version. This was fixed in the new version of SHTFIII but not the old version.
  • Skaggles originally had a red heart-shaped nose (an error in all of Sleep Mast R's content before March 2019). This has been fixed in the current deviantART version.
    • Notably, Chip has also been updated recently: he is now a black screen as opposed to merely having closed eyes. After watching Skagtoons videos, Sleep Mast R decided that would be more reasonable for a sleeping Chip.
  • There is an error in Lammy's snoring mouth animation; when it exhales there is a dark red spot outside the mouth.
  • There is an animation error in Brownie's blanket.
  • Originally, Sleep Mast R incorrectly called Snicker "Snickers."
    • This error is still present in the fun facts of the Flash.
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