With Hatchan defeated, Zoro takes a rest. Sanji heads towards the water in order to help Luffy out. But as he gets near the water, Kuroobi, the other comrade of Arlong grabs him and takes him down underwater, trying to drown him. But Sanji soon discovers that Kuroobi uses gills to breathe underwater and lungs to breathe above water. Sanji kicks his gill kicking him out of the water. He gets of the sea, and with his special attack, kicks in his lungs, crushing it and sending Kuroobi flying into another part of Arlong Park. Meanwhile, Usopp is acting as he is full of blood in Chew's special movement attack. Usopps tries to figure out an excuse to tell the others for not fighting but remembers what he promised Kaya and his previous gang. With that in mind, Usopp regains full confidence and remembers that he make an oath that he would become a "True Pirate". He begins his fight with Chew by shooting peas which had no effect. Becoming frustrated, Chew begins to shoot water cannons at Usopp. Usopp dodges most the shots and throws a wine bottle on him and sets him alight with his flameshooter. He finishes the attack with a hammershot, defeating Chew. Then Sanji and Zoro confront Arlong but are easily defeated.At that moment Nami comes and challenges Arlong to a fight.
The 4Kids Version of this episode was dubbed "Arms Against Arms" and aired on June 11, 2005 and "The Comeback Kid" that aired on June 18, 2005. 4Kids combined Japanese episodes 39 and part of 40 to make 4Kids episode 37. They then combined the rest of Japanese episode 40 with Japanese episode 41 and part of Japanese episode 42 to make 4Kids episode 38.