Flight of Fancy is the third episode of Sly 3: Honor Among Thieves. It takes place in Holland, and the main antagonist is the Black Baron.


The Setup Edit

Bentley came to the conclusion that there was no way into the Cooper Vault unless the gang recruited an RC specialist who has skills far exceeding his own.

After weeks of searching the ThiefNet chatroom, he met Penelope, a gear-head genius from Holland. She politely declined the gang's invitation to join them, saying she only works for "the best." Her idea of "the best" was her boss, the Black Baron, a bigtime dogfighting champ in Holland. He has set up an international competition called ACES to attract competitors from across the globe.

Two weeks later, Penelope sent the Cooper Gang a counter-offer, in which she agreed to join them if they could defeat the Black Baron at his own game. Therefore, the gang got to work. Bentley and Murray worked on building a biplane for Sly to use in the competition, while Sly obtained his pilot license the fastest way possible. They proved to Penelope that they were up for the challenge.


Job name Completed by
Hidden Flight Roster Sly, Bentley
Learn which Teams will be competing in the semifinals.
Frame Team Belgium Sly, Bentley, Murray, Guru
Steal Team Iceland's lucky ice sculpture and replace it with the Belgian's handkerchief.
Frame Team Iceland Sly, Murray
Steal a Team Iceland's Viking helmet, then mangle the Belgian's prize plane.
Cooper Hangar Defense Bentley, Murray, Penelope
Drive Muggshot and his forces out of the Cooper hangar.
ACES Semifinals Sly
Take out Team Iceland and Team Belgium.
Beauty and the Beast Bentley, Sly, Carmelita
Get Muggshot eliminated from the finals.
Giant Wolf Massacre Bentley, Guru
Use Lupus Gigantormus to slaughter some of the Baron's pilots.
Windmill Firewall Bentley
Hack the computers to get control of the aircraft control tower.
Operation: Turbo Dominant Eagle Sly, Murray
Defeat the Black Baron in the ACES finals.

The Getaway Edit

Sly discovered that the Black Baron was Penelope all along, but before they process this turn of events, the Cooper Gang was rushed to the winners circle. The gang stood there in front of a crowd of cheering fans. Against all odds, the gang became the ACES champions of the year.

Afterwards, Penelope explained to the guys that she invented the Black Baron disguise to bypass the strict age requirements for the tournament. However, after winning, she became a celebrity, and she started life of flying. However, after Sly had beaten her, the Black Baron was now out of the picture, and she joined the gang without hesitation. The next day, she treated the gang to an aerial tour of Holland in Sly's biplane. She began to fit in just fine.

Master Thief ChallengesEdit

Challenge name Description
Castle Quick Climb Get to the top of the castle under time pressure.
Muggshot Goon Attack Kill 30 guards before taking down Muggshot.
Security Breach Defend the fragile plane in the hangar from approaching guards.
Defend the Hangar The hangar can take limited damage. Keep it safe!
Precision Air Duel Destroy only the tri-winged planes.
Wolf Rampage Slaughter the guards while avoiding serious damage to the wolf.
One Woman Army Carmelita must defeat 15 guards before defeating Muggshot.
Going Out On A Wing Defeat the Black Baron before time runs out.
Holland Treasure Hunt Using your Treasure Map, follow the clues to find the hidden loot.


  • Mesa City is mentioned by Muggshot, who appears once again.
  • Sly's biplane is similar in appearance to the Belgian's planes.
  • This is the only episode that does not feature Sly, Bentley and Murray together on a job completion screen.
  • Bentley states in his first slideshow that the odds in the semifinals are 30 to 1, but there are actually only 25 opponents.
  • The hotel theme music comes in three different variants: a normal one, one with Dimitri's theme, and one with Muggshot's theme.


Episode 3 - Flight of Fancy - Opening Cutscene

Episode 3 - Flight of Fancy - Opening Cutscene

Episode 3 - Flight of Fancy - Closing Cutscene

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...