In children’s picture books, the connection between play and the rituals associated with bedtime is frequently addressed. Despite the fact that bedtime would seem to have little connection with play, play is a significant element in the construction of meaning in those books that focus on that period of the day. Play is embedded in bedtime picture books in many ways, through the qualities of the written language and the illustrations, and through narrative sequences. Child characters are frequently depicted as engaging in physical play, either literally before they go to sleep or in their dreams and fantasies. The notion that play is central in children’s lives is reinforced by countless references to play in illustrations, with images of teddies, dolls, bicycles, balls, balloons, swings, puppets, kites and other playthings commonly appearing. The written language in many bedtime picture books is full of language play, which resonates with young children’s own playful use of language (Chukovsky 1971, Garvey 1990, Grainger and Gooch 1999). Rhyme, repetition, distinctive rhythms, alliteration, assonance, onomatopoeia, unusual vocabulary and nonsense elements are used for playful, poetic and sometimes humorous effect in these books. Stephens (1992) affirms the centrality of play by noting that children’s literature is itself inherently playful, as it is ‘grounded in playfulness’ (p.121). Significantly for this paper Stephens also states that playfulness is often used to express ‘opposition to authoritarianism and seriousness’(p. 121). This paper will argue that these two elements, playfulness on the one hand and opposition to authority and seriousness on the other, are a fundamental feature of bedtime picture books.