This episode begings from where CP-9 invades Franky's warehouse and beat up Mozu and Kiwi.
Franky fights against the CP-9 and shows strength to match Blueno. Lucci steps in to put an end to the fight. For now they need Franky alive.
The CP-9 explain to Franky who they are and that they know his real name.
The opening theme starts.
From Franky's memories we see the scene of when Iceburg gave the plans for Pluton to Franky.
As Lucci makes his demands, Franky is lost in his memories.
Franky tries to attack, but Lucci easily evades and blows Franky across the room. Through the newly opened wall, Lucci finds an old workshop.
The name plates in the room spell the name Icebarg. From this workshop we go to many years in the past when Franky was a young boy being chases by a sea king, twenty-two years ago.
Franky crashes his specially made ship and a young Iceburg is almost caught in the chaos. As the two argue, their mentor Tom lifts a nearby ship with one arm. Tom is revealed to be a Merman.
The secret warehouse Franky has been hiding in was one the home of Tom's Workers. At a meal we see what Kokoro looked like twenty-two year ago. The body is better, but the face is about the same. She's sober too. Tom just laughs as he watches the boys argue.
Kokoro explains the conditions of the seas twenty-two years ago. The pirates seem to be declining.
Franky wants Tom to teach him to make pirate ships, but Tom explains to him that there are no plans for a pirate ship. Only Marine ships have plans on how to make them.
At night Tom is working on something to bring hope back to Water 7.
Some time later, a giant World Government vessel comes to port. Tom has been arrested. He goes quietly with them, laughing. He's brought in front of a judge. A court is on the ship that arrived.
We learn during the court case that these events take place only a few days after the execution of Gold Roger. Tom is being charged with making Gold Roger's pirate ship. He is to be taken to Enies Lobby for the death penalty.
Tom doesn't move. Before he can be taken away. He states that he's working on a project that will put current steam ships to shame. The sea train. He explains how the tracks work.
Tom's plans would allow for better travel and work between many islands. Tom asks for the time to build the sea train. He asks for ten years. A stay of execution is give for ten years to allow Tom to try and build the sea train.
At dinner Franky storms off.
Tom remembers how two year ago he found Franky had built a superb cannon out of scrap. His parents had left him when he was young.
A montage of time is shown of Tom and Iceburg working on the sea train. Franky spends his working on his Battle Franky ships. Slowly, Frnaky starts to help with Tom's design.
The first train is constructed, the tracks are built and tested, and Franky is nearly eaten by a shark.
They have to make and remake the train and tracks. Sea monsters keep attacking.
Ten year since Tom's sentencing, The city of Water 7 is in even worse shape, but the Sea Train is completed. We see the completed Puffing Tom.
Watching the train take off is a young Paulie with some little girl. In the train are Mozu and Kiwi.
From what we know as the current time line. This event was twelve years ago.