Author's note: I don't own jack shit. Please don't sue.

Notes: This is an AU fic. If you wanna see how so, read it. Bonus points if you can figure out which island Dr. Gero's lab is on.

Ch. 1: Panacea

The Saiyan guard screamed for the first time in his life. Also the last. His voice fell silent as his body liquefied from the inside out and was drunk into the pulsating tail. First-level Cell shut his eyes in ecstasy as he felt the Saiyan's strength being added to his own. His hand closed on the door to the third-class barracks, and he slowly eased it open. The Saiyan warriors inside glanced up, just to see who had come off-duty. It wasn't who they thought.

The moment froze, Cell relishing every microsecond. The Saiyans had no chance against him, he knew that. He had drunk many of their kind over the past year, and was stronger than he had ever been. A smirk split his orange lips. The he struck.

Energy blasts sped over his head as he ducked low and charged. Catching a large male in the midriff, he grabbed the brown tail and spun him around by it, causing him to bellow in pain and become a living shield for his attacker. The shots stopped abruptly as his fellows tried to maneuver, but Cell quickly made their concern for their comrade academic. Impailing him with his spiked tail, he sucked down his bioessence. The others were stunned for a split second as they saw their friend wither and die, his empty clothes collapsing on the floor.

The opening was all Cell needed. Moving like lightning, he dragged a female down on top of himself, the drained her too. The room was devastated as the Saiyans laid waste to everything around them, trying to get at their implacable attacker. In five minutes, it was all over.

Since the destruction of the time machine over a year ago, Cell had grown far stronger than any third-class Saiyan. Those that had sought to stop his invasion had been fighting a losing battle, and now it was over. Scores of empty uniforms littered the shattered floor, and Cell could feel power coursing through his veins like never before. In those seven minutes, he had devoured more Saiyans than all times previous.

His head snapped up as the alarms came on. Quickly hiding his power, Cell slid under one of the cots and tore the ventilation system open. he clambered in and began to make his way toward the outside.

It was a cloudy night. The moon had been destroyed by Piccolo years ago, and even the brightness of the Milky Way was only a faint smear of light. Cell smiled and made for the trees, stopping briefly to avoid the elite guards. He had hidden his power to the point that it seemed negligible; they would think he was vermin, unless that actually saw him. While he would be able to destroy them, it wasn't worth the risk- he didn't know how much damage his yet-imperfect body could take. Reaching the trees, he lifted off. As soon as he was out of range of the Saiyan's detectors, he began to transmit to Android 20.

*Dr. Gero, Dr. Gero, can you hear me?* When no answer came, he shouted *Dr. GERO!!*

*Cell? Where are you?* Gero's voice came through, loud and clear. He must be close by.

*I'm just leaving the Saiyan base... uh... L-51, I think.*

*Haha. Haha. HA. HAHA- HAHA- HA!* Gero's voice split into Cell's brain. *What have you done? This is flawless. Return to the lab at once, I want to see you.* The mental link closed.

Cell was shocked. *How could Dr. Gero be at the lab? I heard him like he was five miles away. Must be a clear night.* A little voice laughed inside him. *No, he isn't. Those Saiyans you drank- you've grown strong. Now, if he's found Android 17, then we can really get going. Power- true power- beyond our wildest dreams. And that's only the beginning.*

*Who are you?*

*Me? Nothing yet. I'll be quiet now. I'll speak up again when you reach Android 17. But louder. Catch you on the flipside.*

Chinstrap penguins scattered as Cell landed on the island where Dr. Gero's final lab was hidden. He looked up at the sulfurous clouds drifting out of the tops of the mountain and took a deep breath. *There's no place like home.*

Lifting up a four-ton slab of ice near the rocky shore, Cell grabbed the hidden catch to open the lab. The ground burst open as the seal on the vacuum in the shaft was broken, sucking Cell into the hole and the slab of ice back on top of the gap. Cell accelerated downwards, feeling the exhilaration as he picked up speed. Finally seeing the end on the tunnel, he slowed slowed down and and touched lightly on the ground. The door hissed open in front of him.

There, as ever, was Android 20, AKA Dr. Gero. He was typing away, just as 17 had said. BUT he wasn't making anything new, not yet. "You know the procedure, Cell. Step into the bioreader." He motioned to the telephone-booth like device standing in one corner as he flipped on the display for it.

Cell groaned and complied. "So, doctor, how goes it? Have you succeeded in finding the others?"

"No, but I have- excellent- " he grinned as the counter began to climb "- finally put some pieces together. My alternate self for this timeline is, indeed, dead. He was probably killed by that infernal Android 17- I don't know what I was thinking when I modified the twins- but according to the status readers, they were deactivated, but not destroyed. I have an approximate location, but they will take some time to find, as they give off no readings. As soon as I find them, you can ascend. My self here had almost completed androids 16 and 19- I'll have them functional soon. Then, we may be able to take the earth from these 'Saiyans.'" The counter beeped to indicate that it was done. Gero glanced at it, jumped, and stared. "Holy- Cell- YOU'VE DONE IT! YOU'VE ASCENDED TWO DIDGETS! HOW MANY SAIYANS YOU MUST HAVE DRUNK- THIS IS INCREDIBLE! WHEEEEE-HEHEHEHEHE!"

Cell stared at the deranged old man as he stepped out of the reader. Never had the doctor displayed this much emotion before- he was dancing around, waving his puffy sleeves in happiness. "What's the big deal?"

Gero suddenly snapped out of it and looked very serious. "Hm. Sorry, got a little carried away there. My point is, you've grown powerful- how should I put this- you've grown, in your first form, as powerful as I predicted your second form would be. You realize what this means, don't you? When you ascend to the next level, you'll be incredible. And think what that incredible being will be like when it's perfected. Hmmm." He shut his eyes. "Ecstasy. We will rule this planet. Even Super Saiyans won't be able to oppose us. You, the ultimate being, and I, your creator. But there are still a few problems to work out." One eye snapped open and burned into Cell's mind with it's withering glare "But there's still a few problems to work out. The Z fighters can't all be dead, even if the Saiyans have enslaved this planet. And how is it that nearly EVERY version of yourself that achieved perfection by time travel was destroyed by Gohan as a Super Saiyan? The perfect being should be stronger than that." Cell opened his mouth to speak, but Gero held up his hand. "Never mind. If you have a fault, the error is mine. I'll rectify it somehow. Anyway. Android 16 should be online in 141 hours, a 19 will follow him closely."

"Doctor? What's the plan for tomorrow?"

"I will leave in a few hours to see if I can find 17 and 18. I've got them within a ten-mile radius from their last status update, I should get them soon. You will go out and attempt to find one of the Z fighters."

"Search and destroy?"

"NO! They may not even know of you here. Avoid hostilities, attempt to make an alliance. I want to know what the Saiyans haven't cleared the planet yet."

"They do keep the humans as slaves."

Dr. Gero grimaced. "Yes. But I know for a fact that the Saiyans ment to exterminate the indigionus population. Given the resale value of planets, those plans are not subject to change. Yet the humans are still here. I want to know why."

Cell nodded and sat down in the corner. He didn't need to sleep, but Dr. Gero liked him to keep a vaguely human schedule. It made things simpler.

Next day Cell lifted off from the base. *Find the Z-senshi. But where do I start? The Saiyans won't help me, and they run everything. Powering up might attract one or two, assuming that there are any left, but it would bring Saiyans like ants. Better just suppress my power, keep my senses sharp and fly as fast as I can. Circle the globe a few dozen times and hope for the best.*

Three hours later, he was flying over the ghost town that had been East City. Capsule houses sat there, their owners dead or exported. The Saiyans hadn't even bothered to tear them down. Suddenly, in the corner of his mind, he felt ki.

A man dressed all in green was in a hand-to-hand battle with the largest Saiyan that Cell had ever seen. He had fists the size of the man's head, which he swung with incredible speed. Cell's database activated The man in green was Tien, his programmed instincts were sure of it. Incredibly, Tien had the upper hand in the fight, moving at speeds that even Cell had trouble keeping up with. The Saiyan was obviouly elite, from what Cell could sense, but he was losing.

As the two fighters began to pummel each other again, a green fist shot forward, impacting at the base of the Saiyan's neck. His head and body snapped back as his neck snapped forward with a sickening crack. His power failed, but he didn't fall. He had been caught by Cell's tail.

Tien watched in horror as his enemy shrivled in front of his eyes, finally vanishing into the green monster's tail. All three eyes narrowed as he struck a defensive pose. "What do you want, monster?"

"Monster?" *Monster- he doesn't recognize me! I must have never existed in this timeline- come to think of it, the Dr. Gero here must have died earlier, if 16 and 19 were incomplete.* "Tien?"

Tien's face strained, trying to mask his fear. "What are you, and how do you know my name?"

Cell smiled to himself. This would be too easy. "My name is Cell. I know a lot about you, and your friends, but I'm not sure how much of my information is accurate. You see, I'm from another place, another time."

"Alternate timeline? How did you get here?"

"Myself and my creator-" *GAFFE!* his mind screamed. But it was too late. *Time to brazen it out.* "were experimenting with a time machine that he had built, collecting data on alternate timelines. When we appeared in this one, some Saiyans attacked us. We killed them, but not before they destroyed the time machine. I was much weaker then." He closed his eyes, as if contemplating some tradgedy. "But the variable data went with the time machine. We're stranded in this time. Fortunately, the alternate self of my creator had left his home intact, so we were able to move in without the Saiyans noticing."

"Your... creator? You're what, a machine?"

"An android, or, more accuratly, a synthesiod. I'm an artifical biological being and can think for myself."

"Are you against the Saiyans?"

"What does it look like?"

Tien's eyes moved to the empty clothes below them. "Against them, I guess. What was that attack you used? It looked like you- drank him."

"I did. I absorbed his bioessence. It's a quick-dispatch ability I was made with; it destroys even the toughest enemies quickly and painlessly, and avoids the mess." *And empowes me, and sates my hunger for a little time- but what he doesn't know won't hurt him.* Cell grinned. "Are you against the Saiyans?"

"Sort of."

"'Sort of?' This isn't really something you can go halves on, is it?"

Tien shut his eyes. "I didn't think so either. It's a long story, and I don't think I can trust you." He gave Cell a once-over "You don't have that trustworthy look about you."

"I oppose the Saiyans. I have killed many of them. Did you hear about the slaughter at the third class barracks last night?" All three eyes widened.

"Empty clothes- was that you?"

Cell nodded.

"Over two hundred Saiyans were in there- how could you-"

"Technique. Pure technique. You saw that I can leave empty clothes like that. Is this story still one I can't hear?"

"No." Tien still looked slightly stunned. "OK, a few years ago, there was this battle, right?"

"Battle?"

"You know, with- No, you weren't here for that-" he rubbed his forehead. "Alright, let me start from the beginning. Five years ago, the brother of one of my ex-teamates came to earth. One of my then-enemies, Piccolo, killed him and the aforementioned ex-teamate. He sent for reinforcements." Cell listenened as Tien detailed the series of events that had led to the current situation: the defeat of Nappa, the Z-sensi's standoff with Vegeta. Goku's wavering loyalty that had forced them to strike a bargian with one Vegeta. Goku changing sides, and taking his family with him, followed by Vegeta calling in reinforcements frm Vegeta-sei, the Saiyan homeworld. Vegeta's not wanting them to destroy the palnet, and the remaining Z-fighters striking a deal. That they would let the Saiyans have the planet if they left the population alive, and that they wouldn't attack the Saiyans if the Saiyans didn't attack them. How Bulma had been captured, but had left Piccolo the Dragon Radar, which she never mentioned, even after marrying Vegeta.

"But what really cemented the situation was when Vegeta got his hands on one of the Dragonballs. We have the other six, but we can't use them without the seventh. Vegeta doesn't know what he has, but he knows that it's vital to us."

"So you adopted a live-and-let-live attitude to the conquored of Earth." *Doesn't sound like the warriors I know at all.*

Tien nodded sadly. "Yes. If we break our end of the deal, Vegeta would order genocide. If they break their end of the deal, we blitz them. We should never have let the situation degenerate like this, but Goku's defection really stunned us, especally after he gave his life to kill Raditz. He refused to let us get hurt, though, and helped broker the deal."

"How has the deal held up this long?"

"I don't know. Both sides are acting in the worst faith, and we'll both break our word if we think we can strike safely. But the balance is almost perfect, so neither side can get the upper hand- especally since they don't know where we hide. Our base of operations is shielded. We've been training since that happened, hoping to get an opening- but it's been five years, and still, nothing. But what can you do with immortality?"

Cell's ears pricked up. "Immortality?"

"Yes." Tien nodded sadly. "It was before Vegeta got one of the dragonballs- we had collected them all, but Vegeta sensed the power. We were forced to make a wish to keep them out of his hands. Nobody could think of anything, so Piccolo wished for us all to have immortality as a biological trait. No aging, no dying, though we can be killed. We gave Piccolo hell for that, but the next year, Vegeta got one of the dragonballs before we could. So, we're stuck with it."

*So. The Dragonballs cycle annually. Interesting predicament.* Cell smiled *Dr. Gero is going to eat this up. Both sides facing off, leaving us as the only unoccupied force on the planet. And with the new Androids coming on line, and me ascending as soon as he finds the old ones- we can RULE this planet.*

"Cell." Tien said suddenly. "You're powerful- maybe the most powerful in the world. Will you and your creator join us? We're all in this together."

Cell shook his head. "No. Judging from the situation, Dr. Gero would say no. We'll be informally on your side, but if we get tangled up with you, accusations will start flying. We can be the wild card and attack the Saiyans with impunity. You see, my creator has got some things lined up that's going to increase the power of our side dramatically."

"Dr. Gero- hang on- I've heard that name before!. Isn't he the one who built the two androids that Bulma remote deactivated?"

"This is an alternate-timeline version of him," Cell said as he mentally sweatdropped "he made those two. His army was destroyed by Goku a long time ago."

"I think it was destroyed here, too." *I wonder if I can trust him- I guess I have to. He's the only one that can break the deadlock. The maker of the Androids and the guy with the Red Ribbon Army, on our side. If this works...* "So the answer is no?"

"Let's say that it's no for now. When the time comes, it might change- where can I contact you?"

Tien pointed to a mountain. "See there? Fly to the top, and stop masking your ki. One of us will come and get you."

*Damn. Well, I suppose having sparring buddies couldn't hurt- although I'd better wait 'till I ascend. No point in training this soon-to-be-defunct body.* "I'll keep in touch."

Tien headed for the Lookout as Cell headed for Dr. Gero's lab. Both of them had something to report.