Flight of Fancy is the third episode of Sly 3: Honor Among Thieves. The main antagonist is the Black Baron, who is later revealed to be Penelope in disguise.


Bentley came to the conclusion that the only way the gang could break into Dr. M's fortress would be to recruit an RC specialist who had skills far exceeding his own. He met a mouse named Penelope on the ThiefNet chatroom. She agrees to join the team if the Cooper Gang can defeat the Black Baron. So, they get to work on building a biplane to compete in the Baron's ACES Competition.


Sly Cooper

Take out Team Iceland and Team Belgium.

Steal Team Iceland's lucky ice sculpture and replace it with a handkerchief.


Use a raft to steal a Viking helmet, then mangle Team Belgium's plane.

Team Muggshot is invading the Cooper Hangar . Drive him and his forces out.


Learn which teams will be fighting in the semi-finals.

Use Lupus Gigantormous to slaughter some pilots(15 total) working for the Black Baron.

Hack the computer nodes to get control of the tower.


Get Muggshot out of the ACES Finals.

The Operation

Defeat the Black Baron in the ACES Finals.

Level Ending

Sly discovered that the Black Baron was Penelope all along, but before explaining, they where rushed to the Winners Circle, making the Cooper Gang be the champions of the year's ACES Competition. Afterwards, Penelope explained to the guys that when she was the Black Baron (she used this to bypass the age rules for the tournament), she turned to a celebrity and she started a flying life. But after Sly have beaten her, she joined the gang without hesitation, and took the gang on an aerial tour of Holland in Sly's biplane.

Master Thief Challenges


  • Bentley: If we're going to succeed in this year's ACES Competition, we'll need to learn who we're flying against.
  • Sly: What? They keep the flight roster a secret?
  • Bentley: Correct. In years past, competitors would go out at night and sabotage each other's planes in preparation for the next day's dogfight.
  • Sly: I see, so now they keep the line-up a secret, and know one knows who to mess with.
  • Bentley: Precisely. Look, Sly, you're a good pilot, but we only have one plane, and you'll be up there against dozens of bogeys.
  • Sly: You know, normally I'd make some sarcastic remark about how overwhelmed I am by your confidence in me, but those are some grim odd, and well, you know I'm always up for some sabotage.
  • Bentley: Glad to hear it. Now, the roster is kept secret from the pilots, but not from the event staff.
  • Sly: Do we have a mole on the inside?
  • Bentley: Our friend, Dimitri, has been hired to give color commentary during the dogfights. He'll know where the roster's hidden. Just be careful... if you get in a fight with the other pilots, we'll be kicked out of the ACES Competition.
  • Sly: Sure. We all play nice until tomorrow... then we blow each other to bits at 300 feet.
  • Black Baron: I bid you all a most flamboyant welcome my esteemed comrades of the skies. Welcome, welcome to another year of the ACES Competition. We've got teams here from across the globe: Canada, Belgium, Ecuador, Iceland, Korea, and many, many more. Nonetheless is last year's deadly runner up, Team Muggshot.
  • Muggshot: This time we're gonna drill you jokers full of holes.
  • Black Baron: Now, we all know that in years past, some teams have engaged in a little good-natured late night hi-jinks.
  • Random Person: Like when Team Canada stole Ecuador's parachutes.
  • Random Person: Or when Team Iceland cut the landing gear off Korea's planes.
  • Random Person: Or when Portugal put rat poison in Team Muggshot's coffee machine.
  • Black Baron: Yes, yes that was all very funny, but NO MORE! You all know the rules. No one, ABSOLUTELY NO ONE is to leave the hotel after sunset. If my guards catch you outside, you'll be beaten to within an inch of your life. No exceptions! This will be a fair competition.
  • Random Person: Same as last year and the year before, I've got the scars to prove it.
  • Black Baron: I bid you all an exuberant and exaggerated farewell, pilots. Tonight, sleep like geese, and tomorrow, soar like eagles... high!

Boss Battle

  • Black Baron: Drat, that raccoon is good. (on radio) Gunships, converge on my position and destroy the Cooper aircraft. Send in a spare plane as well.
  • Baron's Goon: Roger, Baron... all units on route.
  • Bentley: Sorry, Baron, but you'll have to fight fair this year.
  • Black Baron: What? Who is this? How did you'll find this frequency? Whuh? No. Desist. Oh! I command it! Blah! This plane's come unfixed. High time for an upgrade, I say.


  • Mesa City is mentioned by Muggshot, who once again appears.
  • Lupus Gigantormous almost makes a striking resemblance to The Contessa's wolf guards from Sly 2.
  • Sly's plane is almost identical to the Belgians' planes.
  • The safehouse for this level is in a hotel room.
  • This is the only episode that does not feature a "Job Completed" screen with Sly, Bentley, and Murray on it.
  • Bentley states in his first slideshows that the odds in the semifinals are 30 to 1, but there are actually only 25 opponents.


Episode 3 - Flight of Fancy - Opening Cutscene03:14

Episode 3 - Flight of Fancy - Opening Cutscene

Episode 3 - Flight of Fancy - Closing Cutscene02:10

Episode 3 - Flight of Fancy - Closing Cutscene

Start a Discussion Discussions about Flight of Fancy

  • Penelope Breakdown.

    5 messages
    • I would say to begin with the first cutscene that happens in China.
    • Okay Even though I'm fairly certain I've memorized it I'll go watch it again Thank god this isn't one of those games t...

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