Penelope laughed a little at his teasing words. She smirked as he winked at her mischievously and shook her head. "I appreciate the offer but I think I'm good. I've got enough willpower to stay awake on my own.. Unlike some." She added teasingly. Her smirk faded slightly as she let out a soft exhale, becoming a bit more serious as her green gaze swept over their surroundings. "Besides, I don't think any of us can risk having our guard down right now." She told him in a more serious tone. 

Looking ahead towards William, she noticed that the other knight was also more alert than before. Which was likely a good thing considering how quick he had been to dismiss the mercenaries when they had first passed them. She hoped it meant he would be more willing to listen to any words of warning now. As they rode on, Penelope found her eyelids growing a bit heavy against her will. She sat up a bit straighter, shifting her shoulders as she tried to fight off the drowsiness that she felt. Though she could keep from falling asleep, she feared the drowsiness would make her less alert than she needed to be. 

"Crow," She mumbled, glancing ahead towards William to make sure the knight was far enough away, "can you tell me a bit about the outer villages? About your favorite places there." 

Though she partly brought it up so she would have something else to focus on rather than the warmth of leaning against him or the sway of the horse beneath her, she also generally wanted to hear about it. She had only been to the outer villages a few times in her life and usually wasn't there long enough to remember anything significant about it. Most talk of the outer villages she heard was negative and made the entire area seem uninviting. However, that wasn't the case when Crow mentioned it. Though he acknowledge the negative parts, he also viewed them as home and Penelope could see his fondness for them and its people. It made her curious and a bit eager to learn about what would be her future home.