Sly Cooper Wiki

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

The Black Baron is the main antagonist of "Flight of Fancy" in Sly 3: Honor Among Thieves. He was a famous dog-fighting champion and the host of the ACES flying competition in Kinderdijk, Holland. Ultimately, after his defeat, he was revealed to be Penelope in disguise.


It was known that the Black Baron was a famous dog-fighting champion. He was so good that he created the ACES competition to attract worthy opposition. With such a vast army of pilots and gunships, he was able to win the competition every year.

Sly 3: Honor Among Thieves[]

I bid you all the most flamboyant welcome, my esteemed comrades of the skies. Welcome, WELCOME to another year of the ACES competition.
― The Black Baron welcoming his fellow competitors to ACES[src]

The Cooper Gang entered the ACES competition after they arrived in Holland and met Penelope. The Black Baron was hosting the event again that year and had many teams participating, one of which was Team Muggshot, who had finished second the previous year. He also hired Dimitri Lousteau to do color commentary during the dogfights.

The Baron wishing everyone luck in the competition

In the hotel lobby, shortly after Sly Cooper received information from Dimitri on where to find the ACES flight line-up, the Baron arrived to welcome all of the ACES pilots to the competition. After mentioning the light-night hijinks that some teams have pulled off in past years, he warned everyone about the consequences of leaving the hotel at night, making it clear that this would be a fair competition. He then bid farewell to everyone before leaving for his castle, wishing them luck and to soar like eagles the day of the first dogfight.

As Sly attempted to climb his way to the top of the castle, the Baron could be seen walking along the plane runway, complaining about his lazy guards. As Sly snuck past the top windows, the Baron was then seen pacing around in his lounge and talking to his hare guard named Kristoff, discussing the competition and expressing his annoyance of the competitors' attempts to sabotage each other.

Later, when Bentley infiltrated the hangar above the Baron's castle, the Baron addressed his team over the intercom about their preparations for the competition, also restating the rules and warning them of the consequences if they lose.

Beware m'boy, I've trained ten years at fisticuffs. Pugilism is my passion.
― The Baron warning Sly of his fighting skills[src]

The Baron realizing the issue with his plane

After the Cooper Gang pulled many jobs in preparation for the finals, Sly took on the Baron in the final dogfight. After the latter's plane suffered too much damage, he called in two gunships to shoot down the Cooper aircraft and also requested a spare plane. This, however, failed when Bentley destroyed the gunships using a windmill propeller.

The Baron and Sly Cooper settling it once and for all

The Baron, realizing that his plane has come unstuck, jumped onto his personal aircraft, with Sly paragliding in after him. The Baron claimed that since they were both still airborne, the competition was not over. Sly suggested they settle it with a fight on the wing of the jet. Before they could start, the Baron warned Sly about his ten years of fisticuss and that pugilism was his passion.

The Baron's fighting style was similar to that of a heavyweight boxer, using jabs and hooks. When Sly knocked him close to the edge, he would back away and call in his pig guards for assistance. The Baron would then use a shockwave attack to stun Cooper. The final blow to the Baron knocked off his mask, revealing his true identity.


With the Black Baron unmasked, it was revealed to be Penelope, Bentley's online girlfriend, who had claimed to be the Baron's mechanic. Penelope admitted defeat and decided to land the large plane so that she and Sly could talk on the ground. She then quickly rushed Team Cooper to the winner's circle, where she awarded them with the ACES trophy. As Bentley and Penelope looked at each other, there was a moment of awkwardness, as both were confused at the obvious differences between their chatroom avatars.

Penelope giving up her role as the Black Baron

That night, when the gang was eating dinner with Penelope, she explained that the Black Baron disguise was invented to get her past the dog-fighting league's strict age requirements. Due to her success, the Black Baron became a celebrity and as a result, she was forced to put on the costume more often. Now that she was unmasked, she discarded the costume and joined the gang with no hesitation.


Physical appearance[]

The Black Baron was short. He wore a large, dark blue coat with gold buttons, a red scarf, black breeches, black boots, red gloves,[note 2] a leather aviator cap and large goggles. He also had a large, black mustache.


The Baron could be described as a charismatic and serious man. Sporting a British accent,[note 3] he often used classical pilot phrases in a rather jocular manner. Throughout the episode, he was concerned about his amount of guards and whether or not the pilots would play fair. When Sly battled the Baron on the wing of the latter's jet, the Baron warned 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 dog-fighter.[note 4] He easily won ACES every year before being overtaken by Team Cooper. However, he was a formidable opponent to Sly. The Baron was also exceptional when it came to boxing. He was a master boxer and could pack powerful punches and dives.



  1. His mask appears in an animated cinematic, and his name is mentioned in one of the loading screen fun facts.
  2. His gloves appear white during gameplay.
  3. He spoke with this accent, in spite of living in Holland and being named after a German airman.
  4. The 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.