the softer side

It sounds like your pup sees you as a , not the alpha.  In fact, if he's initiating play with you like that, he's decided that he's more nt than you are. 

One thing you may want to eliminate is the touching him when he crawls up to you on the bed.  He's getting a bunch of mixed signals from you.  You know he needs the rest, he knows he needs the rest but you're touching him and it's an invitation to play.

One question for you:  Do you "play rough" or play slap boxing games with the pup?

    i do play "rough", as i do with my other dog. i thought that crate training would help with the whole Alpha thing, but i must admit that i underestimated the dynamics of owning two dogs. i thought that splitting the attention and love would be the hard part.
    i think it's important to note what kind of dog i am used to. my dog, dawbie age 4, was horribly abused as a puppy. as a matter of fact he was rescued after being thrown from a car window on the expressway, it's amazing he survived and really captures that little guy's spirit. i reasearched, consulted and worked worked worked with him for a year before i considered him "broken", don't take that the wrong way. i finally "broke" his fear of abuse as he didn't cower anymore, his fear of starvation as he didn't scavange and ate like a vacum cleaner as he didn't count on his next meal, his fear of abandonment as he would bark in his crate for eight hours solid when i was at work. he really was a wild hurt animal that is now by far the sweetest, most well tempermented and behaved dog i could have hoped for. i started with more than i bargained for, and then got more than i bargained for in the end as i never expected that dog to be such a comfort through the toughest times i've ever been faced with. to be honest i think most of the credit lies on his shoulders.
    i only know the type of special case animal that requires major rehabilitation. my new dog, rayce, has so far had it pretty easy and i'm not sure where he is comming from with his body language. i've been thinking about it and i think it's my problem not his. he can only go with what i give him. instead of tackling fear, i am faced with too much elation. it has really thrown me off.
    i feel that he, dawbie and i are still in a limbo-like adjustment phase. i understand what you are saying about the initiation of contact at night. that is a tough one though, when he hops on me i don't want to be rough in reprisal and i don't want to play. i think i'm being too carefulas i am used to an animal on the other end of the behavioral spectrum.
    food for thought, just feels like quicksand to me.
 

i have worn this guy out a number of times with looooong walks with my other dog and upon return he again gets all nuts when i get close to him.

 
First thing I thought when I read this was - is this a herding dog?

he's a GSD, i usually walk him till he falls back a bit. not so much that i'm dragging him or anything, usually just 5 or 6 miles right now. he looks tired and my other dog is, but then i go to pet him and BOOM he goes nuts!

It seems to me that the new pup has every intention of initiating play contact at night.  Rather than give into his wishes, simply roll over or roll away and give a low growl.  This isn't retalatory, it's the dog way of saying "leave me alone."  Practice this enough and he'll get the message that bedtime is not playtime.