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We'd prove to this Penelope that the Cooper Gang was up for the challenge, even if we were making it all up as we went along.
― Sly Cooper, from the episode's introduction[src]

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


The Setup[]

The Black Baron

After countless days and nights of analyzing the blueprints to Dr. M's fortress, Bentley concluded that if the gang was to get inside the Cooper Vault, they would need to recruit a dedicated RC specialist who had skills that far exceeded his own.

After weeks of searching techy chatrooms, Bentley finally found somebody who could keep up with him intellectually. He met a gear-head genius from Holland, named Penelope, who politely declined the gang's invitation to join them, saying she only works for "the best". However, her idea of "the best" was her boss, the Black Baron, a big-time dog-fighting champ in Holland. He has set up an international competition called ACES to attract competitors from across the globe.

Sly suiting up for the competition

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. With no time to waste, while Sly obtained his pilot license the fastest way possible... by stealing one from another pilot, Bentley and Murray worked on building a biplane for him. The gang would prove to Penelope that they were up for the challenge, even if they were making it all up as they went along.


Job name Completed by
"Hidden Flight Roster" Sly, Bentley
The gang needed to steal the flight roster to learn which teams will be competing in the semifinals.
"Frame Team Iceland" Sly, Murray
Sly and Murray worked together to frame Team Iceland by stealing their Viking helmet and then destroying the Belgian's prize plane.
"Frame Team Belgium" Sly, Bentley, Murray, Guru
The gang, with help from the Guru, needed to frame Team Belgium by stealing Team Iceland's lucky ice sculpture and replacing it with the Belgians' monogrammed handkerchief.
"Cooper Hangar Defense" Bentley, Murray, Penelope
Bentley and Murray, with help from Penelope, worked together to drive Muggshot and his forces out of the Cooper air hangar.
"ACES Semifinals" Sly
It was time for Sly to compete in the ACES semifinal round and take out Team Iceland and Team Belgium.
"Beauty and the Beast" Bentley, Sly, Carmelita
In order to stop Muggshot from taking down the Baron first, the gang needed to get him eliminated from the finals.
"Giant Wolf Massacre" Bentley, Guru
After Bentley drugged the giant wolf, Lupus gigantormus, it was up to the Guru to ride it and take down some of the Baron's pilots.
"Windmill Firewall" Bentley
Bentley's job here was to hack the windmill computers to get control of the aircraft control tower.
"Operation: Turbo Dominant Eagle" Sly, Murray
It was time for Sly to compete in the final round of the ACES competition and defeat the Black Baron.

The Getaway[]

After besting the Black Baron at a fist fight, Sly discovered that the Baron was Penelope all along. However, the Cooper Gang was rushed to the winners circle before they could process this turn of events. They stood there in front of a crowd of cheering fans, and against all odds, the gang became the champions of that year's ACES competition.

The Cooper Gang being announced the winners of ACES

There was a bit of an awkward moment between Bentley and Penelope. Sly guessed that the pictures they sent to each other over the Internet were a bit... exaggerated. Afterwards, Penelope explained to the gang that she had invented the Black Baron disguise as a way to bypass the strict age requirements for the tournament. However, after winning, the Baron became a celebrity, and she found herself putting on the disguise more and more often.

However, the Black Baron was now out of the picture and Penelope joined the gang without hesitation. The next day, she treated the gang to a week-long aerial tour of Holland in Sly's biplane, and she began to fit in just fine.

Master Thief Challenges[]

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.



Sly 3 Honor Among Thieves - Flight of Fancy - The Setup


Sly 3 Honor Among Thieves - Flight of Fancy - The Getaway