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, from the episode's introduction[src]
"Flight of Fancy" is the third episode of Sly 3: Honor Among Thieves. It takes place in Kinderdijk, Holland, and the main antagonist is the Black Baron.


The SetupEdit

After countless days and nights of analysing the blueprints to Dr. M's fortress, Bentley came to the conclusion that in order for the gang to break into the Cooper Vault, they had to recruit a dedicated RC specialist who had skills that far exceeded those of Bentley's.

After weeks of searching techy chatrooms, Bentley finally found somebody who could keep up with him intellectually. 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 big-time dog-fighting 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.

With no time to waste, 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 were determined to prove to Penelope that they were up for the challenge, even if the gang were making things up as they went along.


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 GetawayEdit

Sly discovered that the Black Baron was Penelope all along, but before they could 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 had won the ACES competition. 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 Black Baron became a celebrity, and she found herself putting on the disguise more and more often. 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 a week-long aerial tour of Holland in Sly's biplane. Sly stated that Penelope was fitting 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.


  • 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.
  • This is one of the few levels to have daytime in it.
  • This is one of the few levels to have an undefeatable enemy, Lupus gigantormus.
  • And this is one of seven levels to have a female antagonist, the other six being "Vicious Voodoo," "Jailbreak," "A Tangled Web," "Anatomy for Disaster," "Of Mice and Mechs" and "40 Thieves."
    • Similarly to Anatomy for Disaster, the episode's antagonist can be labeled as both male and female. The difference, however, is that while Anatomy for Disaster had two antagonists, this episode has an antagonist disguised as someone of the opposite gender.


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

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