The question caught her off guard. That much could quickly be established. She gave a scoff, almost amused by the ridiculous words that he spoke. At first, she figured he was just trying to annoy her or even cause some sort of distraction. However, that didn't quite seem to be the case since the thing he was closest to was the pile of blankets. She knew he was playing at some sort of angle though.

Her demeanor changed slightly, though she kept a cold,arrogant aura for looks. If playing this little game meant that she could easily stop him from whatever his plans were, then perhaps she should take this chance to go along with it for now. 

Penelope turn her head away as if bashful or embarassed by the compliments. "F-Fool." she spatted in her usual tone only with an added stuttered. The act had to be believeable after all. "As if I'd welcome such compliments from a pety thief with low standards." 

She turned her head back around to look at him but she still kept her act going. She feigned embarassment by looking elsewhere to avoid meeting his gaze. At one point, Penelope glanced out towards William and Abraxas. She was a bit worried they wouldn't understand she was just putting on an act.