Arpeggio built the immense airship to heal his anguish of not being able to fly, and the airborne fortress served as his home. He also planned to use the ship to unleash light waves that would put the people of Paris into a violent and hateful state, allowing him to fulfill his desire to become immortalized in the Clockwerk frame. The blimp served as his main base of operations, as well as the headquarters of the Klaww Gang. Clock-La permanently destroyed it by crashing into its primary rotating fan.
Furious with his feeble body not allowing him to fly like an ordinary bird, Arpeggio focused his powerful mind toward curing himself. He satisfied himself reading the works of the Renaissance Masters, and their designs aided him in creating the massive blimp. It became his home and base of operations. A private army of toucan servants were his security throughout the platforms.
Arpeggio's ultimate plan was to take place aboard his vessel. After the forming of the Klaww Gang, Arpeggio had each individual member contribute a significant factor for his spice operation. Rajan grew spices in India, Jean Bison transported the shipments, and Dimitri distributed them to the population of Paris through his nightclub. However, the spice was only a part of the mastermind's plot. The Contessa used her hypnotist specialties to devise a way to command people through flashing lights. Arpeggio's blimp transmitted those frequencies, using Northern Light energy collected by Bison.
The spice consumption in Paris made its citizens susceptible to the hypnotic light effects of Arpeggio's blimp. This entire scheme worked toward Arpeggio's plot concerning Clockwerk. He used Sly Cooper and the Cooper Gang to steal the parts of the robotic bird from the rest of the Klaww Gang. He then took all of the parts aboard his aircraft and placed them in his blimp HQ. The evil genius managed to reassemble Clockwerk surprisingly fast. The robotic body was then hung by wires to the ceiling. Arpeggio wanted to fuse with Clockwerk's body to become immortal, and a new bird that could fly. His hypnotic lightshow would command the spice-consuming citizens of Paris and put them in a state of immense hatred, fueling the Clockwerk parts and Arpeggio's life, making him immortal. Neyla, who had been revealed to be Arpeggio's protege after betraying all her allies, joined her master in his HQ. They both remained in Arpeggio's office, trying to come up with a way to lock the Clockwerk parts together.
The blimp's autopilot was set to bring them to Paris and activate Arpeggio's hate hypnosis lightshow. Clockwerk was held together by spinning magnetic inducers attached to the blimp HQ's ceiling. Sly and his gang had stowed away on the airship, and were planning to destroy Clockwerk. Sly infiltrated the blimp HQ and took recon photos of the magnetic inducers, strange mech eggs stored in the back of the HQ, and being placed throughout the rest of the huge vessel (possibly Clockwerk's eggs), and Clockwerk himself. Bentley then discovered that Arpeggio and Neyla were talking at the front of the blimp. He had Sly reverse the polarity of the magnetic inducers so that Clockwerk would be pulled apart. This, however, had the opposite effect. Clockwerk's body fell to the floor, creating a booming quake that destroyed all of the equipment in the area. However, the parts had been locked together and the dormant body activated. Alerted by the noise and booming quake, Neyla and Arpeggio went out to investigate.
Arpeggio was greatly pleased by the result. He and Neyla confronted Sly, and explained his entire master plan to Sly. He then approached the Clockwerk frame and asked Neyla to stay behind with Sly. However, she lashed out her whip and knocked him over. She mocked Arpeggio for thinking he would she would not betray him like the others. She then hopped inside and fused herself with the Clockwerk frame. This turn of events outraged Arpeggio, but he was unable to do anything, as she crushed him with her beak and devoured him. She then announced her new name as Clock-la and flew out of the blimp HQ, breaking through the huge glass windows in the front.
Clock-La continued to fly around the large air vessel, trying to locate and destroy the Cooper Gang. In the meantime, Bentley had devised a plan to destroy the ship's four engines, which Clock-La was using to fuel herself to keep herself strong for the hate hypnosis lightshow. Sly, Bentley and Murray all worked together and destroyed the engines, leaving Clock-La weakened and vulnerable to being attacked.
Soon after, Bentley got in touch with Carmelita Fox using spectre-wave radio. She was trying to locate the blimp in a helicopter herself, but was not able to due to the blimp not being on her radar. Sly had to activate four radio towers around the vessel, which allowed Carmelita to locate the blimp. She and Sly teamed up to take down Clock-la in a dogfight, eventually shooting her down. The bird crashed into the blimp's primary rotating fan, causing the blimp to burst into massive flames. Angered by her loss, she grabbed the battery that the Cooper Gang had been using as their safe house, and flew away while the airship broke into pieces.
Sly jumped across the falling parts of the blimp, until he finally caught up to Clock-La and landed on her left wing. Damaging her eyes, Sly caused the robotic owl-tiger hybrid to crash down into Paris. The broken portions of the blimp scattered everywhere. The Cooper Gang was able to nab the Hate Chip, resulting in an automatic self-destruction of the Clockwerk frame. Despite the explosion, the Clockwerk parts, now also scattered everywhere, were still intact. However, they began to finally deteriorate when Carmelita crushed the Hate Chip, angered she was unable to see the explosion. This prevented Clockwerk from ever being resurrected and being able to threaten Sly and his future children.
The design of the airship was based on those by the Renaissance Masters, which Arpeggio found his inspiration from. The blimp consisted of numerous large rotators, turning metal fans and cranks, balloons and wood wings and radio/communication towers.
There were also several smaller blimps flying along with it. The smaller blimps presumably served as transport of cargo and passengers. Alongside the large ship was Arpeggio's blimp HQ where he resided. At the front of the Blimp HQ was Arpeggio's office, which had video screens, a desk and chair and the steering wheel.
Two large, yellow balloons held the platforms of the airship together from underneath. There were four engines in the corners of the large vessel, kept inside command centers and serving as a power source.