CP9 discover Franky's hidden room and he fears they'll trample his memories. A long flashback ensues, covering Franky's past in Tom's Workers and how he and Iceburg helped create the Sea Train.

(Franky's flashback) Franky said that if a ship of his were to be used as a weapon, then it's no longer one of his ships. That enraged Tom and he punched Franky for the first time, telling him he had to take pride in the ships he created. He then told the judge that he would accept the punishment for both his previous crime and the recent attack. Franky tried to stop the train to Enies Lobby with his bare hands.