C-E-L-L S-A-G-A

Finding the monster sucking the life out of the last inhabitant of the city, Piccolo engages the monster and they battle. The rest of the Z warriors are confused by this development, as they can sense Vegeta's, Tien's, Piccolo's, and Frieza's ki from the same location. The monster rears back and fires a Kame Hame Ha at Piccolo, catching him off-guard (Although he still evades the blast). The monster then blurs behind Piccolo and stabs his arm, sucking the life force from it. Admitting defeat, Piccolo requests that the monster explain to him who he was and what he was up to.

The monster explains that he is an android created by Dr. Gero from the cells of the greatest warriors on Earth. Gero had collected samples from Goku, Tien, Piccolo, Frieza, Vegeta, and King Cold, but considered the project a failure and moved on to something else. However, the computer continued working on the creation, and finally finished three years after Trunks had defeated the androids in his own time (The computer was stationed much deeper in the Earth, so it was not destroyed by Trunks when the lab was blasted). Cell killed Trunks and took his time machine, but had to turn himself into an egg in order to fit. He had been told by Dr. Gero's computer that in order to become "perfect," he would have to absorb androids #17 and #18, who had already been killed in his timeline. Piccolo thanked Cell for the information, and regenerated his shriveled arm. Surprised by Piccolo's ability, Cell was forced to do battle again. With Krillin and Trunks arriving on the scene, Piccolo reveals that he had merged with Kami, and that he would destroy Cell even if he tried to run. Cell uses a Solar flare and makes his escape to the city. Once there, he begins to sap the life-force of the residents in hopes of becoming stronger than Piccolo and the others. Piccolo becomes extremely frustrated with himself for losing Cell. Meanwhile, Trunks and Krillin decide to destroy the undeveloped Cell in Dr. Gero's lab so another monster would not be created. Upon arriving in the lab, Krillin and Trunks find the young Cell organism and blueprints for Android #17. Taking the plans, they blow up the lab and start heading home.

Glancing over the plans for Android #17, Bulma finds quite a bit of stuff they do not understand. However, they vow to do their best to find a weak spot. Cell is still on the rampage, sucking energy left and right. Goku has woken up from his virus-induced coma, and is training on the beach of the small island. With Vegeta's failure, he knew his current level would be no match for the androids. Goku tells the others about a special room where a year of training can take place in only a day. He transports himself and Gohan to Vegeta and Trunks, who are busy practicing, and tells them about the room. During this time, the androids finally reach Goku's home, only to find it vacant. Mr. Popo leads the four Saiyans to the room of spirit and time in God's palace, and asks who would be entering first. Vegeta and Trunks volunteer to be the first trainees. Flying to Kame's islands, the androids meet with the Z warriors once again. Piccolo refuses to tell them Goku's location, and challenges them to a battle on a neighboring island. #17 decides that he will go solo while #16 and #18 observe the fight. Piccolo has a slight edge over the android, and does a fair amount of damage to him. Hoping to finish him of, Piccolo performs an attack that surrounds #17 with ki energy. The android emerges unscathed.

The battle continues, and Cell senses the fight. Thinking he is powerful enough to take on Piccolo, and that Piccolo is probably fighting #17, he rushes to the island. Meanwhile, Bulma has finally created a device that will deactivate the androids.With little time to spare, Krillin speeds towards Bulma's to pick up the device. Piccolo and #17 are not gaining much ground on each other, and Cell takes them by surprise. Having never seen Cell before, #17 does not know what he has in store. The monster tries to take #17's energy, but Piccolo interferes. The Namek launches a massive attack at Cell, but does no damage to him. To prevent further interuptions, Cell breaks Piccolo's neck and tosses him into the ocean. While Goku restrains Gohan from leaving God's palace, Cell and Android #17 begin to duke it out. Even without the stamina drain, #17 was getting pounded. Finally, #16 interferes and challenges Cell. He proves to be a much fairer opponent, and an even match for Dr. Gero's DNA experiment. Cell tries to absorb #16's energy, but finds that there is nothing to steal. It is then that #16 reveals he is 100% robotic, and contains absolutely no organic material (#17 and #18 are based on human beings). He continued to rip Cell to pieces. However, with Piccolo's ability to regenerate, he takes little physical damage. #16 and Cell continued to duel, with the big android getting the upper-hand. The recepient of a Rocket Punch and a Hell's Flash, Cell was looking down and out. Thinking he was dead, #17 and #18 refuse to leave, despite #16's pleas. After realising Cell is still alive, #17 challenges him to fight. This was the break Cell was looking for. He sneaks up behind #17 and quickly absorbs him with his tail. The first transformation begins.

Cell continues to obliterate island after island until only one is left. He charges a large energy attack, but Vegita interupts him. To his surprise, Vegeta has suddenly become a lot stronger. He shows Cell what is beyond Super Saiyan, and Cell does not like it one bit. Blow after blow land, and Cell is powerless to stop the onslaught. Vegeta toys with his opponent, who is nowhere near his level, and holds back in killing him.

Cell begins to whine about not being complete. Meanwhile, Krillin has arrived on the island, and is searching for #18 to deactivate her. He finds her, and manages to sneak very close. However, our emotional hero begins to have second thoughts about destroying the woman who gave him a playful peck on the cheek earlier

His confidence slowly fades as he realizes he's not putting a dent in Cell. Vegeta is kicked around a bit, and becomes severly pissed off. He flies into the air and challenges Cell to take his energy attack head on. Cell stubbornly obliges. Vegeta's Final Flash packs a huge punch, and disintegrates Cell's right arm and shoulder. But thanks to Cell's regenerative capabilites, he just grows a new one in its place. He quickly knocks Vegeta unconscious, and is about to kill him...until he notices Trunks is charging up a massive amount of Ki. Trunks and Cell begin to do battle, and it looks like Cell has the upper hand. As Trunks lies on the ground from one of Cell's hits, he looks at Krillin and points at Vegeta's body. Krillin realizes that Trunks was letting himself get attacked on purpose so that Vegeta would not be harmed. As he flies away with Vegeta, Cell tells Trunks to fight all-out. The warriors exchange more attacks, this time not holding back. Trunks powers up an insane amount, and grow tremendously buff. Cell admits that Trunks has much more power than he does, but the Saiyan had no chance of defeating him.

Goku and Gohan are still training in the room of spirit and time, honing their skills. Goku demonstrates USSJ for Gohan, but tells him that it is a foolish form. Since the muscles grow to such a large size, the form is very slow and easy to dodge. Attacks pack a lot of power, but it's doubtful they'll hit their target. Cell is telling Trunks the exact same thing. Thinking himself as a fool, Trunks orders Cell to kill him. The green monster has a better idea: A martial arts tournament. He tells the Z warriors that it will be held in 10 days, and that if anyone can kill him, the Earth will not be destroyed. When asked what his goal is, Cell informs them that he has none. He just fights for the fun of it, and is not interested in world conquest or killing Goku.