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Vegeta offers to help Goku, who's body is now badly damaged. Goku is placed in a Rejuvination tank, which can restore him to full health in 45 minutes. Tired from his countless battles on Namek, Vegeta takes a short nap. During Vegeta's sleep Krillin and Gohan meet up with Dende. Dende summons the dragon, and their first wish is to bring Piccolo back to life. Their second wish is to warp Piccolo to Namek so that he could assist in the battle. At this time Vegeta wakes up, and he realises that they had summoned the dragon without him. He rushes over and demands they grant him immortality, but just before the words could be uttered, the Senior Elder dies. The dragonballs lose their power, and Vegeta's wish is not granted. Vegeta is mad and is about to take out his anger on Gohan and the team, unfortunately Frieza arrives, equally pissed.

Although Piccolo has now warped to the surface of Namek, he is no where near the battlefield. Sensing that Gohan was in danger, Piccolo races to him. However, he doesn't go too far before he discovers the battered Nail. Nail tells him about his battle with Frieza and how they can fuse together. Piccolo is reluctant, he is stronger now. However after Nail promises that Piccolo will still be in control, he agrees and the fuse together. Meanwhile Frieza and Vegeta face off, Vegeta is holding his own and tell's Frieza to transform, but not until Vegeta gives him a countdown from 10! Gohan and Krillin are amazed, Frieza can transform into a more powerful creature, what hope do they have?
Frieza transforms and begins to do battle with Krillin, it is short lived and Krillin is pierced through his body by Frieza. As his lifeless body falls into the water below, Gohan increases his power and lands several hits on Frieza, even amazing Vegeta. Frieza emerges unscaved and goes to kill Gohan, suddenly Krillin uses a destructo disk to cut off Frieza's tail. Frieza is amazed that Krillin is still alive, however Frieza is unaware that Dende can heal people back to health. To give him time to heal Gohan, Krillin leads Frieza on a wild chase around Namek.

Frieza catches up with Krillin and his about to kill him when a fully healed Gohan steps in, but before he has time to fight Piccolo arrives saying that he will take on Frieza himself. Piccolo is superior to Frieza is everyway, he is able to sense Frieza's attack due to is fusion with Nail. Frieza announces that he can transform 2 more times, he transforms into his 3rd form. Piccolo continues the fight but this version of Frieza is much faster and stronger than before. Gohan watches the fight and steps in when he see's Piccolo being beaten badly. Gohan lands some key blows on Frieza and Frieza announces that he will transform into his final form.

Vegeta has released that Dende possesses the power to heal, and as saiyan's get stronger after they have been badly beaten, he instructs Krillin to fire a blast through him. Then Dende will heal him, thus making him stronger and possibly a super saiyan. Dende has different ideas, he refuses to heal Vegeta and instead heals Piccolo, after much persuasion Gohan and Krillin explain that to beat Frieza they will need Vegeta's help. Vegeta is revived, and kicks Dende for being to slow!

Frieza finally transforms, his first task is to kill Dende. Next up is Vegeta, even with his increased power Vegeta is just a toy and Frieza hoists him up with his tail and continues to beat him, just as Vegeta is about to die Goku arrives fully charged and ready to take on Frieza. Vegeta senses Goku's power and calls him a super saiyan, he then begins to mock Frieza who fire's a blast at Vegeta. In his death scene Vegeta explains how he was how he is, because of Frieza and his past. Vegeta tells Goku that he must kill Frieza, do not be as generous as he was to him back on Earth. With that Vegeta dies, Goku is touched and buries Vegeta in a sign of respect.

Frieza and Goku begin the long battle, with neither side getting the immediate upper hand. Using an energy trap, Frieza manages to paralyze Goku within a ball of energy. Goku survives the onslaught he receives in paralysis, and there is a slight pause in the action. Frieza once again boasts that he can defeat Goku without using his hands, and does manage to keep Goku busy even with the handicap. However, Frieza underestimated his power, and is forced to use his arms to defend himself. Meanwhile, Captain Ginyu, trapped in the body of a frog, has gotten Bulma to place a device on him that would allow him to speak. Yelling "CHANGE," Ginyu takes Bulma's body and turns the confused girl into a frog. Wanting to see how his master was doing, Ginyu races in a speeder to the battlegrounds (With Bulma hanging on for dear life). Seeing that Goku was equal to him at this level, Frieza powers up to 50% and begins to pound the Saiyan. Ginyu, in Bulma's body, attempts his change technique on Piccolo, but Bulma leaps in front of the blast. Now back in his frog form, Ginyu tries his best to avoid getting killed by Frieza and Goku's stray blasts.

Goku, is getting messed up pretty badly, powers up using the Kaio Ken technique with a factor of 20. But even with this extra surge Goku is no match for Frieza at half power. With no other options left, he begins the lengthy process of gathering the spirit bomb. Needing a few minutes to charge it up, Piccolo launches a suicide attack on Frieza to distract him. Even with the help of Gohan and Kuririn, Piccolo gets sorely beaten by the much stronger opponent. With Piccolo down, Frieza turns his glance to Goku. Since the spirit bomb was gathering very high up in the sky, Frieza had no idea what the heck our hero was doing holding his arms straight up. As these events take place on Namek, Tien, Chaozu, and Yamcha are now confronted by the Ginyu force on Kai's planet. Challenging them to a battle, the two groups fight it out. Realizing that the Ginyu were no match for them, they use their various techniques to send each down to hell.

Even after a few attacks by Frieza, Goku maintains his pose. As the giant ball of energy is completed, Frieza gets fed up with Goku's attitude. He begins to gather energy to destroy Namek, but then notices the tremendous spirit bomb directly above his head. Goku sends the ball of death onto Frieza, causing a huge explosion that scars the planet. After the dust settles, Piccolo, Gohan, Krillin, and Goku all gather on a small island. Thinking they have finally beaten Frieza, they half-heartedly celebrate. However, looking up at a tall pillar of rock, Krillin sees that Frieza is still very much alive. Firing a blast at Goku, Piccolo jumps in front of it and takes a hole in the chest. Not stopping there, Frieza uses his powers to lift Krillin into the air and blow him to pieces. Completely enraged by his best friend's death, Goku's hair begins to turn blonde and his eyes begin to turn green. Goku has finally become a Super Saiyan.

Informing Gohan that Piccolo is not dead, he orders him to return to the ship with the unconscious Namek. Not wanting to let anyone get away, Frieza moves to strike Gohan, but is halted when Goku grabs onto his hand and crushes it. Trying a variety of attacks, Frieza is unable to damage Goku in any way. As nothing else seems to work, Frieza gathers another Planet destroying energy ball, which Goku is unable to deflect. The ball creates a huge hole in the planet that goes all the way to its core. Frieza says the planet will be completely destroyed in 5 minutes, [the longest 5 minutes ever i.e. dragonball 5 minutes = 50 minutes normal time!].

Mr Popo is collecting the dragonballs. King kai has a wish which will ressurect everyone killed by Frieza, and if his thoughts are right Guru should be ressurected too, along with the dragonballs. Porunga, the Dragon of Namek, still had one wish remaining, and Dende is ordered by the Elder to go make it. Goku asks that he grant a wish to transport everyone except Frieza and himself from Namek to Earth.

Dende yells out the request, and Frieza is left alone with Goku to do battle. With his job done, the Senior Elder gives the power of the Dragonballs to another Namek, and passes away peacefully. Now able to fight to the death, Frieza charges up to full power. Goku has a little trouble with Frieza, but not much. Feeling that he is superior to the purple villain, Goku says that there is no point in continuing the match as he will win it anyway. Greatly insulted by this remark, Frieza forms a Kienzan and hurls it at Goku who is now slowly flying away. It barely misses him, and Goku is forced to resume the fight. Chased around by the thin disk, Goku still manages to keep clear of it. Frustrated, Frieza forms ANOTHER Kienzan, and sends it to follow Goku as well. Using clever tactics, Goku gets Frieza to slice himself in half with his own technique. Now almost dead, Frieza begs Goku for help. Unable to leave Frieza to die, he gives him a bit of his Ki so that he may leave the planet before it explodes. Frieza has other plans though, and uses Goku's gift to make one final attack. Angered by Frieza's choice, Goku vaporizes the remaining part of his body.

With Namek about to destroy itself any second, Goku frantically rushes to Frieza's ship in a hope to start it. Unable to locate the controls, the ship plunges into a lava-filled ravine. With no alternatives, Goku screams a few obscenities. Namek is blown away into dust, and Goku's whereabouts are unknown. With the Namek balls now on Earth, Tien, Chaozu, and Yamcha are all wished back to life. They try to bring Goku back to life, but Porunga informs them that Goku is not dead, and does not wish to return to Earth yet. Baffled, Goku's friends continue and use the balls to locate another habitable planet for the Nameks. New Namek is established, and the former inhabitants of Old Namek are teleported there. Yet the wait for Goku continues with no further contact from our hero...