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The Z's Ambition Arc is the tenth filler arc, the first filler arc after the time skip, and a set-up arc for the 12th One Piece movie, One Piece Film: Z. The Straw Hat Pirates arrive in the Maubeugemour Sea, a sub-sea of the New World, where they come into conflict with the Neo Marines and Marines.


Meeting Lily and the Rescue Operation[]

Mirage Ships

A mirage of Marine ships.

The Straw Hats arrive in the New World during a large storm and find themselves suddenly surrounded by a fleet of Marine warships. Robin responds that only the Marines could accomplish this, by knowing every move they make. Usopp and Chopper panic, but Luffy is only excited at this road block. He orders them to fight, as they rush to make preparations. Nami calls off the attack, as the ships disappear with the rain. She explains it was merely a mirage. Before either can relax, huge rain drops the size of the Sunny begin falling from the sky. Nami tells everyone they have entered the Maubeugemour Sea, home to weather conditions unlike anywhere else.

The rain turns to giant chunks of hail, as the Straw Hats desperately try to protect the ship. Then, an avalanche of snow falls from the sky. Robin then uses her powers to shield the ship from the snow.

The weather changes again, as the ocean splits underneath them. Robin notes they might hit a rock and drown, to the horror of Usopp. Luffy is merely excited at witnessing this phenomenon, as the others try to figure out how to escape. Franky uses Coup de Burst and launches the ship to safety, but are then struck by a bolt of lightning while in mid-air.

Later on the Straw Hats change out of their wet clothes, as the weather is now sunny but very hot. Brook tells Nami how impressed he is about how much she knows about the weather in the New World. Nami tells him she spent the last 2 years studying hard to learn as much as she could about it on Weatheria. Luffy and the others complain about being hungry, so Sanji goes into the kitchen to start cooking some food for everyone. The food he then makes suddenly disappears, as does the soup. Chopper panics thinking a ghost did it. A small figure the size of an insect then runs away, as Luffy and the others chase after it. It then devours all the food in the kitchen, much to Sanji's surprise. Luffy calls it a food thief, but it responds it merely ate what was laying around. Zoro helps chase it down when he is told it drank all the booze.

Lily Enstomach Compared to Humans

Lily Enstomach fights Luffy.

It is able to grab and flip Franky over, as the crew go on the offensive surrounding it. It transforms into a large female giant, towering over everyone. She begins attacking, almost stepping on Sanji. Using a giant dinner fork like a pitchfork she attacks Luffy, that he is able to hold his ground against. He picks her up and tosses her overboard, but then realizes she can't seem to swim. Usopp suggests she is probably a Devil Fruit user, as Sanji jumps in to rescue her from drowning. Unable to swim, she shrinks back down to her smaller size as Sanji carries her back to the ship.

She awakens back on the ship, as the crew greets her warmly. Luffy tells her he finds her ability to grow and shrink fun. She explains she was born a Giant and ate the Mini Mini no Mi Devil Fruit, letting her change size. Luffy compliments her on her strength, being able to take Franky down so easily for being small. She tells Luffy even when she's small, she still has the power of a Giant, demonstrating by bouncing Luffy up and down on her palm. Franky asks what else she can do, to which she replies she can grow smaller and slip into an enemies body, where she will expand and blow them to pieces. Luffy tells her he can do similar feats by stretching, surprising her. Finally, she introduces herself as Lily Enstomach, or Lily the Glutton as others call her.

Nami asks Lily why she was aboard their ship, as she explains she was searching for her father. She was floating around at sea in a glass container when their ship submerged from beneath the depths and shattered her container. Suddenly panicking, realizing with the bottle shattered she lost her only method of transport after venturing so far, after sneaking aboard Marine boats and warships. The Straw Hats ask who their father is, to which she happily tells them that he is greatest pirate chef in the New World. Now curious, Sanji asks who he is. Lily tells him her father is Panz Fry as Sanji knows his name.

Luffy and Lily Gluttons

Luffy and Lily fantasizing over food.

Lily tells them he is a volcano cooking chef, with Luffy now becoming more and more curious. Growing excited, Lily goes into great detail about him gathering rare herbs that grow around volcanoes and million year old salt crystals from between molten rocks, and then cooking over the volcano mouth. As Luffy grows more excited, she tells him of another dish of his. A frying pan filled with an assortment of foods from the sea and mountains, cooked over the volcano called Thousand Person Paella. She describes the taste like running through a field of flowers in heaven.

As they fantasize over food, Lily suddenly snaps back to her dilemma, panicking once more. Robin notes she's heard of Panz Fry, that he steals victuals from the World Government, Marines, and other pirates and feeds the starving. Luffy calls him a hero, much to Lily's flattery. She begins to tell them she has been traveling with her father, but he went missing a couple weeks ago. The Marines had taken him, and she had been traveling from island to island in search for him. She found out he was to be taken to Impel Down, because of his high bounty. She traveled to the Maubeugemour Sea after overhearing her father would be transported through there, hoping to intercept the ships.

Neo Marines Submarine

The Neo Marines tracking Panz Fry.

After hearing her story, Luffy offers to help her rescue her father. The rest of the Straw Hats agree to help her, in exchange they get the chance to taste his heavenly volcano food. Lily happily agrees and promises they'll have enough food to make their stomachs burst. Elsewhere, aboard a submarine the Neo Marines are also tracking Panz Fry. Ain contacts Shuzo and reminds him of the importance of the plan. Shuzo informs her he is tracking Panz Fry and wants to kill him before he reaches Impel Down. Ain tells him they cant let the Marines onto their plans and to call off his attack. He disregards her warning and tells her not to worry as long as he kills all witnesses, there will be no evidence. Shuzo tells her if he pulls this off, he'll prove he will be a better right hand man to Z. Ain warns him not to fail, or else the consequences will be severe.

As the Straw Hats eventually catch up with the ships and find Panz Fry is being held on a raft heavily guarded by four warships. Robin observes that this level of security is unusual for one pirate, and that they would choose to pass through such a dangerous route. Luffy eagerly wishes to rush in and save them, but Nami chastises him that could endanger Lily's father and they need a plan. Usopp reminds Luffy if anything happened to him, he wouldn't get to eat his volcano food. Nami asks permission from Lily to take charge of the operation, as she gives her full consent.

Nami Planning Rescue Mission

Nami plans the rescue operation.

Nami pairs Luffy with Chopper, Robin, and Brook to be the diversion squad. That they take the Mini Merry II and distract them from a distance. Sanji, Usopp, Zoro, and Lily are paired as the infiltration squad. Their task is to use the Shark Submerge and sneak aboard the raft and free Lily's father. To escape with the prisoner, they are to detach the raft from the ship and whisk it away with Coup de Burst. Nami asks Franky to stay aboard the Sunny and prep it for the Coup de Burst. While Nami herself would be commanding from a distance on the Shiro Mokuba I. She reminds them that the weather might suddenly change and to take extra caution.

Attack of the Neo Marines[]

As the plan deploys, Robin notices once out at sea how her group are all Devil Fruit users. Nami tells them she purposely placed all Devil Fruit users minus Lily in the diversion team to be safe. She then notices the absence of Luffy among them, and finds out he went with Lily's group because it seemed more exciting, much to Nami's frustration. Nami tells Luffy not to board the raft or it will ruin their whole plan. Usopp begins chatting with Lily, wondering if her and her dad came from Elbaf. Lily seemed surprised knowing of such a place asking how he found out. Usopp then explains he and the crew met Dorry and Brogy, two other Giants. Lily tells them they are legendary among her people but even she has never met them. However, her father had been friends with them since they were kids and often told her stories about them. Brook and Chopper start to sing but get yelled at by Nami to stop.

On the Marine warship, Vice Admiral Momonga interrogates Panz Fry. He tells him he's never heard of a pirate who so brazenly boarded a Government owned cargo ship before and asks why he did it. Panz Fry explains he merely wanted to take back the food that left many islands starving. That as a cook it is his duty to provide food for the hungry. Momonga states the islands problems are because of pirates like him, and to not shift the blame. Momonga informs his crew somebody has been raiding pirate ships lately and they might be a target because of their prisoner.

Momonga Clashes with Zoro

Momonga vs. Zoro.

The Straw Hats rescue plan begins, as Robin uses her powers to take out the crew on one of the Marine ships. Brook sends his spirit to terrorize the Marines causing panic and confusion. Zoro and Sanji break the chains binding Panz Fry, but Luffy ignores Nami's order and reveals himself to the Marines. Luffy and Zoro begin fighting with the Marines as Zoro fights with Momonga, able to match his blades against the Vice Admiral. Lily reunites with her father, but before they are able to get close to one another Panz Fry along with the nearby ships is suddenly attacked by a barrage or torpedoes wounding him.

The Neo Marines arrive, and begin attacking the Marines. Shuzo reveals himself as Luffy attempts to fight him but is knocked into the ocean, with Zoro jumping in after him. Momonga confronts him recognizing him as a former Marine. Shuzo says he wasn't aware he was on board, and asks him if he is a Vice Admiral now. Momonga asks Shuzo if he has been the one responsible behind the pirate raids to which Shuzo proudly confesses and announces he intends to cut off Panz Fry's head. Momonga asks why he is doing this if he used to be a former Marine, to which Shuzo replies that he is doing it for the sake of Z, which surprises Momonga. Shuzo says he will kill all of them right then and there and tells Alpacacino to kill Panz Fry.

Lily Attacks Shuzo

Lily attacking Shuzo.

Lily enraged, reverts back to her giant form and attacks. She goes on a rampage on the ship, attempting to skewer Shuzo with her fork. Shuzo asks her why she is attacking him, to which she tells him her name and that she is Panz Fry's daughter. Shuzo responds that since she is a pirate too, she'll die with him. As he is about to attack her, Sanji jumps in and blocks his attack diverting his attention to him. Sanji then orders Lily to shrink down, to make herself a smaller target.

When the Neo Marines attack Panz Fry again, Vice Admiral Momonga steps in and slices up the cannon balls rescuing her father. He then tells Shuzo that he will not allow the Neo Marines to have their way as long as he is commanding that ship. Sanji chimes in finding him very sensible for a Marine soldier, earning disgust from Shuzo calling the Marines shameful. Momonga angrily tells him to shut up.

Luffy vs

Luffy and Shuzo fighting.

As the two are about to fight, Luffy approaches them both announcing he doesn't care about their dispute and will stop at nothing to rescue Lily's father, challenging them both. The Neo Marines board the ships and begin fighting with the Marines, as Shuzo attacks Luffy. Luffy goes Second Gear and uses his Jet Gatling, but is unable to hurt Shuzo's tough body.

Momonga rushes in to attack them both but is stopped by Zoro, as the two begin fighting again. Robin and Sanji help protect Panz Fry, fighting the Neo Marines off. Usopp watching events from his submarine asks Nami what they should do, as she herself continues to survey the battle from afar. She then begins to notice large geysers appearing called Thrust Up Streams. Much like the Knock Up Stream that took them to Skypiea, but much smaller.

Nami Surveying

Nami surveying the battle.

Franky meets up with Nami, as she tells him the weather is going to shift. She contacts everyone to get back onto the Sunny, as the eruptions will soon begin. As Zoro and Luffy continue their fight, Luffy begins to use his Haki as Zoro is able to push the Vice Admiral back from his attacks. He redirects Zoro's strikes causing one of the warships to get destroyed. Franky launches the anchors that hook onto the raft, as the Thrust Up Stream begins its eruption.

It begins destroying the remaining Marine ships around them causing confusion between Shuzo and Momonga, unaware of the weather shift. Franky tells Nami he is unable to use the Coup de Burst, noticing the raft is much too big. Nami then comes up with a new plan to use the Thrust Up Stream eruption to launch them and the raft to safety. A guyser erupts underneath them, destroying all but a small piece of the raft Panz Fry is able to hang onto. Shuzo attaches a Vivre Card to the raft as they make their escape. Afterwards, Momonga is seen with his remaining crew on a capsized warship. Shuzo returns from his sub to finish their fight as the two battle one last time, destroying the capsized ship.

Ain Defeats Shuzo

Ain defeats Shuzo in a previous battle.

Afterwards, Shuzo says he wasted too much time and reflects back on his rivalry with Ain. The two are shown to have had a fierce battle, fighting in a rocky canyon with Z and his troops as the audience. After fighting for five hours, Ain gains the upper hand by using her Devil Fruit powers to trap him within the rock. Z proclaims Ain as the winner and she gains the spot as his second in command. As Shuzo sits in his submarine lamenting on this match, he vows to change Zr's mind and win the title of second in command back.

The Straw Hats are later seen docked behind a reef, now out of the Maubeugemour Sea. As Chopper finishes tending to Panz Fry's wounds, Luffy begins hounding him to make his famous food for them. Sanji kicks Luffy in anger, as Chopper tells Luffy he needs to rest. Lily then reveals that she was able to steal the food and booze from the Marine ship wreckage before they left. Panz Fry agrees he will cook for Luffy and the others to help repay them for saving him, and to fulfill his duty as a cook.

Luffy vs. Shuzo[]

As the Straw Hats get to work to help make preparations, Shuzo had followed them. He orders his men to destroy the ship along with the reef but they are out of torpedoes to use. His men then volunteer to willingly ram their ships into the reef and sacrifice themselves to fulfill their goal. Shuzo tells them he is proud of all of them and gives the order of attack.

Submarine Ripped Apart

Robin's hands rip a small submarine apart.

The subs begin slamming into the reef, knocking Panz Fry over. As more begin to charge the Sunny, Zoro and Sanji repel the small submarines away with their attacks, as they realize they aren't torpedoes at all. Panz Fry is able to knock a few away that charge him with his great cooking pan. But then, Shuzo's submarine emerges from the water and docks itself on the reef. Shuzo then tells them that they cannot escape from him. Nami wonders how he was able to find them, as Shuzo reveals he used a Vivre Card he stuck to the raft from before. As more submarines charge the Sunny, Robin grabs and tears them apart with Ochenta Fleurs.

Shuzo watches the devastation unfold around him of his loyal followers dying, as he promises he won't let their sacrifices be in vain, with Franky questioning his sanity. He tells them that pirates like them are the reason the New World is so corrupt and their only goal is to exterminate them all. Chopper warns Panz Fry to not move because of his injuries but he ignores this and charges into battle swinging his large iron cook spoon at Shuzo. Shuzo uses Tekkai and repels the force of the attack, knocking him back.

Shuzo Attacks Lily

Shuzo attacking Lily.

Lily charges into battle after him, turning into her regular giant form and attempts to stab Shuzo once again with her trident fork. He easily dodges her and runs along the staff of her weapon and deals a powerful punch to her solar plexus, defeating her. As she is about to fall back onto the Sunny, she is able to use her powers to shrink herself down again and lands safely on Usopp's hat.

Shuzo turns his attention back to Panz Fry, promising he won't escape death again. Luffy intervenes entering second gear and kicks him into a large rock. Shuzo then remembers that Luffy was a pirate and tells him he would have killed him sooner or later and that he'll kill him first among the group. Luffy attacks with a Jet Gatling, but doesn't harm Shuzo in the slightest. Luffy then attacks with Jet Whip but Shuzo blocks it with Shigan. Shuzo tries to attack back with Soru as Luffy tries to hit him with Jet Bazooka, but misses. Shuzo then uses Geppo, taking to the air to fight. He surprises Luffy and knocks him back down to the ground. Luffy then uses his Haki imbued with a Jet Pistol attack and is able to strike Shuzo who this time does not dodge.

To everyones shock, Shuzo was able to block Luffy's haki with his Tekkai. He then tells Luffy his Haki isn't nearly strong enough to beat him. Robin notes this battle might become difficult. Shuzo begins to go on the offensive with Luffy now dodging his attacks, finding his limbs to be annoying during their fight. As Luffy is about to go Third Gear, he is suddenly struck from behind by a cannon ball blast from Alpacacino. The attack heavily hurts Luffy, making him slam into a rock wall that cracks underneath him. Shuzo shows surprise he hasn't collapsed yet, as Luffy remains silent. He tells Luffy he was hit with a Haki imbued cannon blast from his partner Alpacacino, who is a Bazooka who ate a Devil Fruit.

Shuzo Shigans Luffy

Shuzo wounding Luffy with Shigan.

Shuzo then uses Shigan, stabbing Luffy with his fingers. Panz Fry tries to come to Luffy's aid but Shuzo uses Alpacacino and shoots him, knocking the Giant unconscious. Lily then asks Usopp to help fire her at Shuzo. That she will shrink down and enter inside him and expand, blowing him apart from within. Usopp agrees as Lily shrinks down even smaller to fit inside his slingshot.

As Usopp fires her at Shuzo, he moves and pushes Luffy into her path as she falls into his mouth. Shuzo tells him he knew of their stupid plan all along, planning to attack their ship next. Luffy then gets to his feet, still wounded but announces he is still going to beat him and get to eat Panz Fry's food.

Giant Luffy

Luffy grows giant sized.

Lily begins to grow inside Luffy, contorting and stretching his body as she becomes huge once again. He grows to the size of a Giant, sprouting two horns from her helmet. At first Luffy is confused, thinking everyone else had shrunk down. Realizing he is now huge, Luffy revels in excitement at this new form. Shuzo tells him changing his size doesn't change his status as being a pirate. His bazooka attacks prove to now be harmless against him, as Luffy comments he had forgotten they were there. Luffy begins attacking, but Shuzo is able to dodge him stating Giants are slow, and he can't keep up with his speed.

Luffy then enters Second Gear, as his blast of hot steam almost blows away the Sunny. Shuzo fires a barrage of bombs at Luffy in vain, as Luffy leaps into the air to perform Giant Jet Spear. Shuzo propels himself upwards standing on a fired cannon ball ready to use Shigan again on Luffy, but is hit with Luffy's powerful attack first and is sent crashing into the rocks below, as Shuzo and Alpacacino are both defeated by this attack.

The force blows the Sunny a distance away, as Luffy now shrunken back down to normal size lands safely on it. He thanks Lily for helping, as she comments she was happy to help. Luffy finds the food they were planning to use completely ruined. Chopper tells him it was from his fighting that is got ruined. Nami tells Luffy they'll pick some food up along the way and find a volcano, which helps cheer Luffy up. Franky builds a new and better raft for Lily and Panz Fry to travel on. Panz Fry thanks Franky for helping him which Franky replies "Super!".

Elsewhere, Momonga catches up to Shuzo and his remaining soldiers and captures him. Shuzo is surprised he survived their fight and asks how he found him. Momonga tells him he used the same trick he used on the Straw Hats. He put a Vivre Card on Panz Fry to track him, a method of tracking pirates he learned from a teacher a long time ago. He berates Shuzo for dragging the Marines into their personal vendetta against pirates and announces he is being sent to Impel Down. Shuzo tells him he'll never talk no matter how much he is tortured and demands he kill him now while they are still in the New World. Momonga tells him that's up to the law to decide, and that is how the Marines' justice works.

Lily and Straw Hats Pirates Depart

Lily and the Straw Hats depart.

Later, the Straw Hats are seen traveling around with the two Giants fishing and helping to gather food. As they collect enough, Panz Fry is able to make his famous food for them under the heat of an active volcano. They share a large feast together, and after much celebrations depart. Lily thanks them for all their help, and tells Luffy he was the strongest Giant she has ever known. Luffy makes a promise for them to meet again and have a rematch, as the Straw Hats continue their journey in the New World.

Ain Informs Z

Z reads of Shuzo's fate.

Elsewhere, Ain and Z learn the fate of Shuzo from the newspapers. She tells Z she should have made herself more clear to him, apologizing. She then wonders if the Marines found out what they were up to. Z tells her not to worry, that no amount of torture will make him or his men talk. Confident in his minions loyalty, this setback does not bother him in the least. He then gets a call on his Den Den Mushi, announcing they will be arriving at Firs Island soon. Z promises the end of the New World is near, and he will massacre every last single pirate in it.


  • This is the first filler arc set in the New World.
  • This is the second filler arc that is made to set-up a movie; the first being the Little East Blue Arc for Strong World.
  • The way Shuzo stabbed Luffy with his Shigan was similar to Crocodile stabbing Luffy with his poison hook.
  • Despite being a lead-up to Film Z, both this filler arc and the movie itself have been confirmed to not be canon.
  • While Lily using her powers to help Luffy grow giant temporarily may have been non-canon, but it wouldn't be until nearly a decade later that Luffy would gain this ability in the official manga canon with the aid of his new Gear 5 ability.[1]


  1. One Piece Manga and Anime — Vol. 103 Chapter 1045 (p. 7-9) and Episode 1072, Luffy demonstrates the Gomu Gomu no Gigant ability to temporarily grow giant.

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