Although she knew it wasn't said to be mean, she lifted a brow and gave him a look, "You really think telling me to shut up is ever actually going to work?" She talked too much and she knew it. Talking just helped her process, helped her think. He did it too. But at the same time, she knew he was right. She didn't need to process and think right now.
Puppies and kittens and flowers seemed a bit contrived but his second suggestion... Bill nodded slightly, rubbing her face with her hands for a moment as if trying to fight off sleep. She kept her face covered as she focused her thoughts on her mother - the imagined advice, the late nights going over her day. She tried not to focus on the fights for her memory or the fear that was settling in her. Bill faced things with a shield of excitement and bravery but fear was very present right then. But in dark, with her eyes shut, her face covered and her brain a little rattled, focusing on the one thing that could bring her true comfort, she rather unwillingly started to fall asleep.