Vegita and Kuririn return to the battlefield, only to find a solemn Trunks and a missing Cell. When Vegita asks what had happened, Trunks admits he could not defeat his opponent. #16 is taken to Capsule Corporation, where Dr. Briefs and Buruma begin the complicated repairs to his damaged body. Meanwhile, Cell has constructed the arena that will be used in his budoukai, and flies to the nearest TV station to announce it. Our heroes catch his message on TV, where they learn that everyone on Earth will die unless someone defeats Cell in what he has now called the "Cell Game."

With Cell's challenge issued, the Z warriors prepare to defeat him in his own tournament. Goku and Gohan emerge from the room of spirit and time a few hours early, and are told the events thus far. To everyone's surprise, both are in SSJ form and seem to be behaving normally. Piccolo is the next in line to use the room, irritating Vegita. To lessen his boredom, Cell occupies himself with killing some random people (A favorite villain past-time).

Goku feels Cell's massive Ki, and teleports to his ring where he waits patiently. Both warriors charge up to size each other, and Goku tells him not to kill anyone before the tournament. Return to Kami's tower, Goku says that he probably cannot defeat Cell at his current level. Piccolo offers Goku and Gohan the use of the room again, but Goku declines. He says that nine days will be enough preparation. They make a pit-stop at Karin's home on the tower, and ask him to compare him to Cell. After the place is nearly blown apart, Karin tells Goku that he's very strong, but Cell is still stronger. With that, Goku leaves, and tells Gohan that they will rest for three days, train for three days, then rest another three days.

Goku and Gohan go fishing and do other relaxing activities. Kuririn and the others are surprised at how calm Goku is, especially since he thought Cell was more powerful. Gohan rescues a girl in his free time, and celebrates his 11th birthday (Thanks to the room of spirit and time, he was almost a year older). Piccolo has finally finished training, and Vegita rushes into the room to try and beat out Goku once again. While Son and company go shopping, they notice the military is launching an attack on Cell. Of course, the strike is futile, and the armed forces are destroyed. Goku asks Piccolo if he could separate again to re-create the Dragon Balls; to which Piccolo angrily says he can't. They need another Namek-jin who is capable of spawning them.

And where better to find a Namek than the planet itself? Goku is unable to find their new location, so he hops over to Kaio-sama's place and asks for help. After locating the Nameks, Goku teleports to their planet and explains the situation. The elder offers Dende to him, as he misses Earth and wants to see Gohan and Kuririn again. With Dende in hand, Goku teleports back to Kami's palace. Dende uses his ability, and the balls go flying off in all directions. Goku pops in Capsule Corporation and takes the dragon radar so he may collect them. As Son searches for the DBs, the Z warriors watch as an egotistical fool named Mr. Satan brags about being the strongest man on Earth.

Goku notices that two of the Dragon Balls are together, and heads that direction. Tao Pie Pie was busy collecting them for his boss Vodka, who wants to create an empire out of the ashes after Cell destroys the world. Of course, our jolly hero ignores all danger and meets Tao Pie Pie face to face. To buy time, Tao Pie Pie tells Goku he can have what they have collected if he solves three metal puzzles. Working into the early morning, Son finally finishes the last one. He teleports to the two villans, now far away, and takes his prize. Goku finds the final Dragon Ball in a lake.

With only an hour until the Cell Game, the warriors all arrived at the ring one by one. Mr. Satan drives up in a large car, and gloats about his never-ending power. Joining the Z warriors is #16, repaired by Buruma and Dr. Briefs. They decide that Goku will go first, but Mr. Satan has objections. After Kuririn convinces Son that this oaf can be wished back later by the Dragon Balls, he agrees to let him go first. Mr. Satan is prepared to fight, when two other warriors say they are second only to Satan. He lets them fight first...and Cell defeats them with minimal effort. Mr. Satan unleashes a flurry of kicks and punches, all of which do absolutely nothing. Cell slaps him away into some nearby mountains.

Now only the serious contenders remained. Goku steps into the ring, and begins to fight Cell. Both start off at partial power, and battle until they both reach their limits. Cell and Goku exchange Kame Hame Ha's: Goku dodges Cell's blast, Cell gets his head blown off and regenerates it. The tournament continues, and neither seem to be gaining ground. Goku finally runs out of energy, and rather than taking a Senzu bean, he quits the match. The other Z warriors are shocked, Goku is the least likely of the bunch to give up a fight.

With Goku out of the running, they wonder who will go next. Goku nominates his own son. Vegita is somewhat sore about his fellow Saiya-jin's decision, but does not intervene. Gohan enters the arena, and begins his duel. Just like his father, Gohan is getting nowhere fast with Cell. Feeling the fight is meaningless, he tells Cell that he does not want to continue. Gohan explains that ever since he was young, he would exhibit immense power when he got really angry. Cell becomes intrigued, and tries his damndest to piss the kid off. He inflicts as much pain as possible, yet Gohan still controls himself and refuses to get mad. Goku wonders about his decision, and Piccolo tells him what Gohan is feeling. He explains that Gohan does not like to fight like Goku does, and the only thing that's going through his head is "why is my father making me do this?" Meanwhile, Cell has beaten Gohan to a bloody pulp, and realizes he's getting nowhere. So he decides to cause harm to Gohan's friends.

Zooming towards Kuririn, he swipes the bag of senzu that he is grasping. He tells Gohan that he will hurt those he cares for so the kid will get angry. Gohan tries to retaliate, but is kicked away by Cell. It's at this time that #16 steps into action once again. Leaping on to Cell, he grabs him in a bear hug and holds him fast. He then tells the Z warriors that he has a very powerful self-destruct mechanism, and that he will destroy Cell along with himself. But nothing happens. Kuririn tells the android that when he was being rebuilt by Capsule Corporation, Dr. Briefs found a powerful bomb in his body and thought it did not belong there. Thus, he removed it. Cell commends #16 for his valiant attempt...then blows him into small pieces.

Yet still, Gohan has not gotten angry enough. Cell decides to make his own help. Seven Cell Jr.'s fly out of his tail, and he orders them to cause suffering for the observers of the game. While Vegita and Trunks are able to hold their own, the other five are getting brutalized (Goku had not recuperated from his battle with Cell). Gohan wishes that whatever hidden power he has will be released, but it just will not show itself. #16, now only a head, begs Mr. Satan to take him to Gohan. Suprisingly, Satan has a moment of courage and agrees. He tosses the android's remains right next to Cell. #16 tells Gohan that it's OK to release his anger, especially to protect those he cares for. He then tells him to do it for the birds and the trees he loves so much. Cell steps on #16's skull, and crushes him out of existance.

Cell's act of cruelty proves to be the last straw; Gohan attains the next level. He becomes the first to ever go beyond USSJ, what we refer to as "SSJ2." Gohan snatches the senzu back from Cell, and kills off the Cell Jr.'s one by one. He shows no remorse, and each has an equally brutal death. Tossing the senzu beans to Trunks, he tells him to distribute them among the injured. Gohan now squares off again with Cell, and does immense damage to him with only a few hits. Cell becomes frustrated, so he decides that he will try energy attacks rather than physical. He launches a giant Kame Hame Ha at Gohan and the Earth. Goku's son overpowers it with his own blast, and leaves Cell a quivering, deformed hulk.

Goku orders his son to finish the villain off, but Gohan refuses. He wants to make Cell hurt as much as he his friends. The android uses this time to regenerate, and decides to switch to a strong, slow form. Just as he had told Trunks earlier, this form proved to be worthless, and Gohan smacked him very hard in the face. In fact, the blow was so severe that it caused Cell to regurgitate #18. Without the android to sustain his perfect form, Cell reverts to what he was after he absorbed #17. Now standing no chance against Gohan, he begins to puff up like a balloon. He tells the Z warriors that in one minute, he will explode and take the Earth with him. Gohan curses himself for letting Cell live when he had the chance to destroy him. Goku knows what he has to do. He waves goodbye to his friends, and places his hand on Cell's enormous body.

Using his instantaneous movement, Goku teleports Cell and himself to Kaio's planet. He apologizes to Kaio for what he is doing. Cell bursts in a tremendous flash, and erases Goku's ki (Kaio and his pets also fall victim). Gohan yells for his father. Appearing at the gates of the spirit realm, Goku and Kaio begin their flight back to the planetoid. It is at this time they realize something shocking: Cell did not appear in heaven, and hence is still alive somewhere!

Back on Earth, a blast comes out of nowhere and pierces Trunks in the heart. Baffled by this development, the Z warriors scan the area for the assassin. Cell appears in front of them, and our heroes are completely shocked. He explains that there's a lump inside his head that allows him to regenerate even when the rest of the body is destroyed. Since he has Saiya-jin cells, Cell has grown stronger from his near-death experience, and has also learned Goku's teleportation. And, for reasons unknown, he is back in his perfect form. Vegita becomes enraged at the death of his son, and charges Cell head on. He proves little match, and is tossed away like a doll.

Cell decides that he's going to end Vegita's misery, and fires a blast at his body. Gohan leaps in front of the attack, and it badly damages his arm. Cell decides to take advantage of the situation, and flies up into the air. He then begins to charge a Kame Hame Ha. With only one good arm, Gohan feels he doesn't have a chance. However, some words of encouragement from his father in the afterlife give him the spirit to defend himself. Charging his own one-handed Kame Hame Ha, he projects his energy at Cell's massive blast. Mustering all his strength, Gohan fries the villain once and for all.

With the fight over, the Z warriors lick their wounds. Mr. Satan sees this as an opportunity, and claims to be the winner of the battle. The announcer (for some reason) believes him, and tells his audience that Mr. Satan saved the world. The coward is now viewed as the champion of Earth.

Back at Kami-sama's palace, senzu beans are distributed among the injured warriors. Shenlon is summoned, and the first wish is to revive all those killed by Cell. Strangely, Goku does not return. When asked about this oddity, Shenlon tells them that Son Goku wishes to remain in the afterlife. For the second wish, Kuririn tries to make androids #17 and #18 human again, but the Dragon tells him doing such would be beyond his power. Our bald friend thinks for a moment, and asks the Dragon if he can remove the bombs from the bodies of the two androids. Shenlon proceeds with the wish. #18 is surprised by Kuririn's actions, insulting him before she says goodbye.

Meanwhile, Chi-Chi is heart-broken by the news of Goku's death. Trunks prepares to return to the future, thinking he is now strong enough to take on the androids of his time. Vegita reconciliates with his son in his own back-handed way. With that, Trunks goes back to the future.

Giving his mother a brief greeting, Trunks wastes no time. He finds #18 and #17, who are quite unalarmed by this "weak" opponent. #18 takes Trunks on alone, and dies. #17 is in disbelief, and faces Trunks himself. He is also destroyed.

Three years later, Trunks is preparing to go back in time again. This time, he senses Cell's presence, and tells him all about what has happened. Cell seems unimpressed, and challenges the boy with a Kame Hame Ha. Of course, it proves no match, and the last incarnation of Cell is destroyed. Peace has been restored to the present and the future.
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