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This ANZSSA plenary session from Sleep DownUnder 2025 presents the latest knowledge and understanding about the brain systems and the neurophysiological mechanisms that regulate sleep-wake states, the systems responsible for arousal and awakenings from sleep, and how these mechanisms may explain features of clinical disorders of arousal. It will focus on the key nuclei of the ascending reticular arousal system i.e., orexin and noradrenaline, and how these systems interact to modulate sleep wake stability.