Can racing thoughts occur with anxiety disorders? I have major anxiety lately...alot of medical stuff going on..and I am worried worried worried...2 wks ago I had trouble sleeping my mind was racing..I would think about work, then think about watching a movie, then think about my dog..and would go on and on..I would try to concentrate on one thing to fall asleep... Well last night it happened again...I was up every hour...I took Klonopin to help me sleep and it didn't work...of course no I am worried that I have bipolar disorder, or something else.....