Penelope arrived at Todd's house a little before noon, having had little trouble locating the address. She rang the doorbell, but no one came. She rang again.

Todd awoke upon hearing the doorbell and pulled his head out of his shell. He put on his glasses and shoes and went to the door to answer it. He saw the young mouse girl and smiled to her. "Hello," he said. "Come on in."

She stepped into his house and looked around. "You have a really nice house," she said. "And so clean."

"Thank you," Todd said. "Have a seat." He led her into the living room. She sat down on the couch and he sat down next to her. "Can I get you a drink or anything?"

"No thank you," Penelope said. "But thanks for asking." She briefly glanced toward Todd. He was so handsomely dressed. She tried to convince Bentley to wear nice clothes, but he refused, preferring to go around nude for some reason.

"The RC batteries are out in my shed," he said. "I'll go fetch them. I also have a couple of cars and a plane if you're interested."

"Can I come out and have a look at them?"

"Sure," he responded, standing up. He took Penelope's paw and together they walked out into his backyard. He led her to a rusted, run-down looking shed. He unlocked the door and led her inside. He then turned on the light. The shed's ancient, worn-out exterior hid a rather impressive and high-tech workshop. There were several steel workbenches covered with tools and electronic parts crammed into the tiny space, as well as some storage cabinets and a computer.

"Wow," Penelope said, looking around. "This is quite a place you've got."

"Thanks," he said, smiling. He then opened up one of the cabinets and rummaged around, eventually producing several batteries wrapped in plastic. "Here you go." He handed them to her.

"Thank you so much," she said as a look of delight came across her face. "These are hard to find!"

"I know," the turtle said. "That's part of the reason I gave up this hobby."

"Oh."

He then searched around the workshop and discovered two radio-controlled cars buried among all his equipment. They were slightly larger than Penelope's own and appeared to be equipped with a number of fancy upgrades. He also took out a remote control. He handed the cars and remote to her. "For you, my dear."

"Thank you," she said smiling. "You're so nice... Are you sure you want to give these up?"

"Yeah," he said. "They're just taking up space. I've outfitted the cars with an advanced traction control stabilization unit, as well as special high-grip tires. Not only will these cars never flip over, but they can drive straight up walls."

"Really?" she said. "Let me go try these out."

"OK." They both stepped out of the shed. He locked the door as they left. Penelope switched on the remote and then started to drive one of the cars around his yard. She drove the vehicle over to the back wall of the house. She maneuvered the car until touched the edge of the wall and then tried to drive up it, thinking that it would fall right over. However, Todd was right and the car could infact drive straight up the wall. She drove it right onto his roof. "Impressive," she said.

"The car is also equipped with some thrusters, so it can briefly hover," he said. "Try it out. Just press the blue button on your remote."

She pressed it on a slight flame blasted from the bottom of the car. She got the car to take off and float a few feet in the air before landing it in front of her. "Wow! I can't thank you enough for these cars."

"It's no problem," he said. "Let's go back inside. I'm getting a little cold."

"OK," she said, picking up the cars. Todd took her paw and they headed into the house.

"Didn't you say you also had a plane?" Panelope asked as they once again sat on the couch.

"Yeah," he said. "I thought it was with the others, but I can't seem to find it."

"Oh, OK."

Todd's three friends were at the park and they were flying his remote-controlled airplane around. "You really ought to try this, Andy," said the penguin. "It's really fun!"

"Todd told us not to steal any of his things," the raccoon said.

"I doubt he misses this. It was covered in dust when we found it."

"Well, OK," Andy said. "I suppose it couldn't do any harm." He took the remote and made the plane flip over several times. Then he flew it straight up in the air as high as it could go. He lost control of the airplane as he tried to land it and it crashed into a hot dog cart, exploding into flames. "Oh, crap!"

"Let's get out of here!" The three of them then ran off.

"Nice flying, ace," the penguin said as they got into Andy's car and drove away before anyone had seen what they had done.

Bentley was at his lab working on his time machine as usual when someone else entered the room. It was Bentley's assistant, a tall, handsome well-dressed swan with blue-green eyes.

"It's about time you decided to join me," the turtle said.

"I'm sorry," said the swan, taking a seat at his desk.

"I'm starting to have reservations about this project," he then said.

"Not this again, Oliver," Bentley said. "For the last time, this machine is not going to fall into the wrong hands! We've got the latest in security here. No one can get in! Now, are you going to get off your worthless butt and help me, or are you going to sit there and whine?"

"I suppose you're right," the swan said. "After all, I did help design the security for this place."

"Besides," said Bentley. "It can only go back five years. It's not like anyone can do much damage in that time. Plus, I've made it quite complicated, so there are very few who would be able to use it."

"Yes, yes," Oliver said. "Let's get to work."

"So, Penelope," Todd said as they sat on his couch together. "Why don't you tell me a little bit about yourself?"

"Well..." She went on to tell him about her childhood, her secret life as the Black Baron and her recent adventures with Sly and his friends.

"Sly Cooper," Todd said. "You know, he wanted me to be the 'brains' of his operation when his friend got hurt, but I turned him down. Didn't want to get caught up in his crowd. But now that I think about it, I really should've gone. It sounds like you guys had a lot of fun..."

"Yeah," Penelope said. "How did Sly find out about you?"

"I was working for someone he stole frome," he replied. "He said he wanted someone intelligent who doesn't always brag about how smart he is. Apparently, his friend was always doing that."

"Oh?" Penelope said. Now that he mentioned it, Bentley did seem to hold his super intelligence over the head of anyone who wasn't as smart as him. Bentley. Bentley. She had to stop thinking about Bentley. He was part of her past now. "So Todd, why don't you tell me a little about you?"

"OK," he said. He went on to give her his life story in a nutshell, telling her of how he grew up in a well-to-do family and went to a prestigious Ivy League university, graduating at the top his class with two degrees, and his unfortunate inability to find a decent job with those degrees. He told her of his brief time living on the street, and how he eventually got back on his feet.

"So, why didn't your parents help you out when you were in trouble?" Penelope asked.

"That's just the way they are," Todd said. "Turtles are not known as loving parents unfortunately."

"Oh..." she said. The two seemed to sit there and talk for hours. She felt so comfortable and safe in his presence, something she hadn't felt with Bentley of late. There she was, thinking about him again.

"How would you like to go grab a bite to eat?" Todd asked. "I know a place you're sure to like."

"I would love that!" she said, smiling.

Todd rose from his seat, took her paw and led her to the door. He opened the door and led her outside, locking the door before the got in the car and drove away.