- It's a funny thing: Being in Sal's room kind of makes everything better—all that fear Billy had just melts away when he sees his little sis.
- So Billy wakes up Sal and tells her that if she stays up all night with him he'll give her his magic pearl. Yep, that's how badly he wants to pull an all-nighter. And he even loans the pearl to Sal until morning.
- Since it's only 10:32PM, though, Sal and Billy have a long time to wait until they've accomplished their mission. Billy turns on the lights and puts a pillow under the door. This kid has a plan, Shmoopers, and he's sneaky, to boot.
- Sal says the best way to stay awake is to play with the Drop Sisters. She shows Billy how to tell a story with them, but the first one he tells is a total flop. Then he gets a really cool idea, though: Our main man takes Sal's pillowcase, stuffs it, ties the end, and turns the thing into a big whale that he names Coughdrop. And how does Coughdrop talk? Well by coughing of course.
- Sal loves Coughdrop, and she loves the stories that Billy tells about the Drop Sisters and Coughdrop even more, so they play with the animals together until Billy's voice starts to hurt.
- When Billy goes to check on the time, he finds out some discouraging news: It's only 11:03pm. Big bummer. Things only get worse when he gets back to Sal's room and finds her asleep. On top of Coughdrop.
- So Billy figures it's time to call it quits. He's too tired to even try anymore so he falls asleep next to his sister.