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 a famous dog-fighting champion and the host of the ACES flying competition in Kinderdijk, Holland. He 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 was a famous dog-fighting champion. He was so good that he created the ACES competition in order to attract worthy opposition. He controlled a vast army of pilots and gunships and it was largely because of this why he always won the ACES competition every year.

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 arrived in Holland to meet Penelope, they entered the ACES flying competition. The Black Baron is hosting the event again that year and has many teams participating in the competition, one of which is Muggshot's team, who had finished second the previous year. He also hired Dimitri for color commentary during the competition.


The Black Baron welcoming all of the competition guests.

While Sly was speaking to Dimitri in order to obtain the hidden flight roster, the Black Baron walked into the hotel lobby and greeted the competitors. He then mentions the sabotages in previous years. The Black Baron warns the competitors to not leave the hotel after sunset, or his guards will beat them to within an inch of their lives. He then wishes everyone the best of luck before heading back to his castle.

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 about where his guards are and that he is not paying them to lounge around like common tourists. Once Sly climbs up to the window, the Black Baron can be seen in his lounge talking to a rabbit guard named Kristoph about the competition and expressing his annoyance of the competitors attempts to sabotage each other.

After Sly knocks a catapult down from the castle's roof, Bentley enters the Black Baron's hangar. The Black Baron speaks to his team over an intercom about their preparations for the ACES flying competition. He also warns his team of the consequences if they lose the competition. Bentley finds the flight roster in a safe behind a painting and heads back to the safehouse.

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

After the Cooper Gang pulls off a range of jobs which consisted of depleting the Baron's team of pilots with a giant wolf and hacking the local windmills in order to thwart the Baron's gunships, Sly takes on the Baron in the ACES Final. After his plane suffers too much damage, the Baron calls in his gunships in order to shoot down the Cooper plane and to also send him a spare plane. However, Bentley hacked into his communications, saying: "Sorry Baron, but you're going to have to fight fair this year!" and uses one of the windmills to take down the Baron's gunships, much to his protest.

The Baron, realizing that his plane has come unstuck, jumps onto his personal aircraft where Sly confronts him. The Baron claims that since they are both still airborne, the competition is not over. Sly then challenges him to a fight, which the Baron agrees to, warning Sly that pugilism is his passion.


The Black Baron fighting Sly.

The Black Baron's fighting style is similar to that of a heavyweight boxer using jabs and hooks. When Sly knocks him close to the edge, he will back away and let his guards battle Sly. The Black Baron will then use a shock wave attack by jumping up and down. Sly eventually defeats the Baron and in the process, knocks off his mask.


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 had claimed to be the Black Baron's mechanic. Penelope admits defeat and decides to land the large plane and talk on the ground. Penelope quickly rushes the Cooper Gang to the area where they are awarded the trophy and 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 dog-fighting league's strict age requirements. Due to her success, the Black Baron became a celebrity and as a result, was forced to put the costume on more often. Now that she was unmasked, she discarded the costume and joined the gang.

Penelope then treated the gang to a week long aerial tour of Holland.


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 dog-fighter. He easily won the ACES flying competition every year before the Cooper Gang won. However, he is a formidable opponent to Sly. The Black Baron is also 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 hares 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 (unless the Contessa is counted.[1])
  • 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, though this is not known until the end of Flight of Fancy.
  • While the Black Baron has red gloves in cutscenes, there are white during gameplay.
  • The Black Baron's thief meter has a strange resemblance to that of Muggshot in Sly 3.


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