Rei begins to slaughter the Fist King's forces. Meanwhile, Kenshiro, Toki and Mamiya enter a small bar to rest, but things are not as they seem. The other people in the bar are strange, and do not respond when Mamiya talks to them. But weirder still, the old hag who serves them drinks has a beard! Kenshiro thinks the water she brings them has been poisoned, something which is practically confirmed when the hag refuses to drink any of it.

Everyone in the bar is actually working for the Fist King, and a brief fight takes place. With the bad guys beaten, Mamiya tells Ken to hurry and go to her village now, as if the Fist King's forces are all there, Rei won't be able to fight them all himself. At the village, Gallon tells his men to search the village for Airi, as she is Rei's weakness. However, Airi then appears of her own free will, but surprises her brother by shooting one of the Fist King's troops in the head with a crossbow. She says she is no longer the weak girl she used to be, and Lin has shown her how to fight.

EThis causes the rest of the villagers to fight back, and soon many of the Fist King's troops are dead. Gallon gets up and drinks some gasoline, before using a technique that lets him breathe fire everywhere. Rei avoids this attack and slices into his stomach, causing him to fall onto some of the fire he spat out and explode. As the smoke clears, the Fist King arrives and says that he was impressed with Rei's South Star waterfowl fist. Rei knows his real name is Raoh, and despite Lin warning him not to, he challenges him to a fight.

Manga Differences

-When Kenshiro, Toki and Mamiya enter the bar, there is nobody else in it in the manga, until the hag appears. In the anime, three guys at another table were added. The fight scene goes on for slightly longer in the anime because of this. The hag's death is less violent in the manga as you don't see her head explode.

-Gallon manages to set some villagers on fire before Rei kills him in the manga. In the anime, Rei warns everyone to stay back first, so he is the only one in Gallon's range.

-The fight between Rei and Gallon is slightly different in the manga, as the Fist King appears before the Gallon's death. When the Fist King does appear, Rei immediately loses interest in his current fight, and walks towards the Fist King.

This really angers Gallon, who goes to attack him, only for Rei to leap over his head and kill him.

Notes

-During the original broadcast, there was a two week gap between this episode and the previous one. New episodes of the series were normally broadcast once per week.

-The opening few minutes of this episode are the same as the closing minutes of the last one, but with completely new animation.

-One of the men at the table is holding a model of Kotatsu-neko, a character from Urusei Yatsura. This is possibly referencing episode 158 of Urusei Yatsura, which featured a cameo by a Kenshiro look alike.

-One shot of Kenshiro punching is a re-drawn version of a shot previously used in this episode, but was edited...

Episode 40	Episode 46

...so that Kenshiro is now wearing his jacket.

Errors

-One shot of Gallon has him with a white beard instead of black, making him resemble Uighur.
-Not long after the above error, there is another shot of the army leader, but the guys around him are totally different.
-Kenshiro's shoulder pad is back, even though it crumbled in the previous episode. I guess this isn't really an error given how many times his shirt and jacket get destroyed and magically come back though.
-When the guy crashes out of the ceiling, Kenshiro has a blue shoulder pad instead of gray.
-The guy who goes to get Airi has blue hair, but during this shot, his hair is colored brown.
-When Rei dives towards Gallon, he has green sleeves, when his outfit isn't meant to have sleeves at all.