Tonight, sleep like geese, and tomorrow, soar like eagles... high!
— The Black Baron[src]

The Black Baron was a character that appeared in Sly 3: Honor Among Thieves. He was host of the ACES flying competition in Kinderdijk, Holland. The Black Baron appeared as the main antagonist of Flight of Fancy of Sly 3. Ultimately, after Sly Cooper defeated him, it was revealed that he was Penelope in disguise.


Before the events of Sly 3: Honor Among Thieves, it was known that the Black Baron won the ACES competition every year that he entered, thanks to his gunship blimps.

Sly 3: Honor Among ThievesEdit

I bid you all the most flamboyant welcome my esteemed comrades of the sky. WELCOME, welcome to another year of ACES competition.
— The Black Baron welcoming the ACES flying competition pilots.[src]

When the Cooper Gang arrives in Holland to meet Penelope, they enter the ACES flying competition. The Black Baron is hosting the event again that year and has a team participating in the games, one of them is Muggshot's team. He hired Dimitri for commentary during the competition.


The Black Baron welcoming all of the competition guests.

The Black Baron is first indirectly met by Sly during his first mission called Hidden Flight Roster. Sly convinces Dimitri to give him the rosters for each team. Inside the hotel, Sly is disguised as a pilot. Bentley mentions that in past ACES flying competitions, teams would go out at nighttime and sabotage each other's planes. Sly finally reaches Dimitri and talks to him about a roster. While speaking to one another, it is implied that Dimitri is scared of the Black Baron.

Eventually, the Black Baron walks into the lobby and greets the competitors. He wishes them the best of luck. He continues speaking, mentioning the sabotages in the past years. The Black Baron warns everybody in the hotel lobby to not go out at night, or they'll be punished. He has guards patrolling the streets day and night.

When Sly heads for the Black Baron's castle, he can be seen walking on the plane runway above Sly, who is climbing a pipe. He is talking to himself and asking himself where the guards are. Once Sly climbs up to the window, the Black Baron can be seen walking in circles with a rabbit guard at his side. Sly cannot be caught by the Black Baron.

After Sly knocks a catapult down from the castle's roof, Bentley enters the Black Baron's hangar. The Black Baron speaks over an intercom about how the next day will be a big day in the ACES flying competition. Bentley must search paintings for a code. Behind each painting is a safe, one of the safes has the flight roster. After finding the flight roster, Bentley returns to the safe house.

Beware m'boy, I've trained ten years at fisticuffs. Pugilism is my passion.
— The Black Baron warning Sly before fighting each other.[src]

The Black Baron plays a role in the operation. After Sly takes over a gunship, he must use his biplane and shoot down the Black Baron's biplane. The Black Baron's biplane has stronger attacks. After his biplane suffers too much damage, he jumps down onto a bigger plane where Sly and him fight each other, hand to hand.


The Black Baron fighting Sly.

The Black Baron uses powerful attacks with his fist for most of the fight. After Sly knocks him to close to the edge, he will back away and let his guards battle Sly. Once the wave of guards are defeated, the Black Baron returns to fighting Sly. The Black Baron will start using an arsenal shock wave however. Sly can only dodge it by double jumping. When the Black Baron is almost defeated, Sly must fight him and the guards. When the Black Baron is almost entirely defeated, Sly whacks him back and his mask falls off.


However, after winning, the Baron became a celebrity and she began to put on the costume more and more.
— Sly talking about Penelope putting on the costume.[src]

With the Black Baron unmasked, it is revealed to be Penelope, Bentley's online girlfriend, who claimed to be the Black Baron's mechanic. Sly and Penelope decide to land the large plane and talk on the ground. Penelope quickly rushes the Cooper Gang to the area where they get their a trophy. In the long run, they became that year's champions. Bentley and Penelope both look at each other, both confused at the obvious differences between their chatroom avatars.

That night, the gang eats dinner with Penelope and she joins their gang without hesitation. She explains that the Black Baron disguise was invented to get past the dogfighting league's strict age requirements. Due to that year's ACES flying competition, the Black Baron became a celebrity and put the costume on more often.

Penelope treated the gang to a week long tour of Holland. She piloted a plane and showed the gang the landscape.


Physical appearanceEdit

The Black Baron is short. He wears a large dark blue coat with gold buttons, a red scarf, black breeches, black boots, red gloves, a leather aviator cap and large goggles. He also has a large black mustache.


The competition starts tomorrow, where are all my guards? Asleep? Watching TV? I won't bother paying them at all if they're going to lounge about like common tourists!
— The Black Baron while leaving his hangar[src]

The Black Baron could be described as a charismatic and serious man. He often used classical pilot phrases in a rather jocular manner. Throughout the episode, he is concerned about his amount of guards and whether or not the pilots will be fair during the competition. When Sly battles the Black Baron on the larger plane, the Black Baron warns Sly about his skill in a tone someone would use if they were bragging.

The Baron was also highly vainglorious and spoiled as he swore to his guards he would punish them if he lost rather than accept defeat gracefully and attempted to cheat during the finals.


The Black Baron was a skilled pilot and dogfighter. He easily won the ACES flying competition each year before the Cooper Gang won. However, he is a threatening opponent to Sly. The Black Baron also is exceptional when it comes to boxing. He is a master boxer and packs powerful punches and dives.


During the ACES flying competition, the Black Baron hired guards to protect team hangars and patrol the streets day and night. The guards during the competition seemed to be some sort of security staff for the events.


Hare are the Baron's weakest guards in Holland. They have two methods of attack: they'll use their pitchforks as mounts while suspending themselves to either kick you with their wooden clogs or catapult the pole handles at you. They are apparently hired as the Baron's field workers. Murray had to take out some of these guys in Cooper Hangar Defense.


Employed as plane mechanics for the Baron, the pigs are stronger than the rabbits and have two attack methods: they'll either throw wrenches at you, or use their fuel cans at the floor, then ignite it by scraping the ground with their wrenches, creating a spark to make a burning trap. These guys were also defeated by Murray in Cooper Hangar Defense. If you notice, they are wearing a name tag saying, "Ham".


The flashlight guards of Flight of Fancy are oversized rams. These are probably one of the most basic flashlight guards of the Sly Cooper series, right after the Warthogs of Paris in Sly 2. They carry trumpet shaped musket pistols, a flashlight, and wear stereotypical Dutch clothing. They are probably the more weak type of flashlight guards, as their melee attacks includes whipping their gun at you and headbutt with their horns, and of course shooting you at a distance.



  • The Black Baron shares his name with the Black Baron, a German pilot that fought for Nazi-Germany in WWII, though he is likely based on a more famous WWI pilot, the Red Baron.
  • He is mentioned in Sly Cooper: Thieves in Time when the loading screen is showing a fun fact. It's written that Penelope once disguised herself as Black Baron.
  • In a first for the series, the Black Baron's appearance is reminiscent of a human.
  • In spite of living in Holland and being named after a German airman, the Baron speaks with a British accent.
  • The Black Baron is one of five British villains in the series. The others are Sir Raleigh, Arpeggio, Dr. M and Miss Decibel.
  • The Black Baron is the only female villain in Sly 3: Honor Among Thieves.