The Gunners were awarded a penalty in the 33rd minute when Marco Materazzi pushed Ljungberg with the ball seemingly lost. But Toldo dived to is left to push Henry's spot kick round the post for a brilliant save. Gilberto Silva met the corner but headed just wide.
Toure twice rescued the Gunners with timely tackles to top Martins getting into scoring positions. But it all went wrong for the Gunners four minutes before half time when Pires gave away possession in his own half to Emre.
The Turkish midfielder swapped passes with Kily Gonzalez before feeling Martins who got past Campbell and fired past Lehmann from 10m. The Arsenal fans couldn't believe their eyes. The Inter followers couldn't get used to seeing their team scored three goals away from home.
Wenger surprisingly made no half time changes as if telling his starting 11 to get the team out of the mess they were in.
But he waited 19 minutes before sending on Dennis Bergkamp for Robert Pires with Nwankwo Kanu taking over from Gilberto Silva. That meant Inter now faced two of its former stars.
Henry had a chance to pull a goal back in the 68th minute when he swept past Javier Zanetti but shot straight at Toldo, who seemed unbeatable on the night.
But Cruz almost added a fourth in the 77th minute with a sneaky free kick which Lehmann grabbed at the near post. Most people in the ground had expected Kily Gonzalez to take it.
Kanu should have given Arsenal some consolation when a floated pass landed at his feet in front of goal but the unmarked Nigerian saw his shot bounce off Toldo's legs.
But substitute Mohamed Kallon almost scored a fourth for Inter when he broke free down the middle and beat Lehmann only for the ball to hit the post.
In their next round of games Sept. 30, Arsenal visits Lokomotiv while Inter hosts Kiev.
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