On the Lookout, Bulma and the others waited, hoping that Goku, Gohan and everyone else could save the world, or rather the Universe. Bulma then started to notice how worried the other Z-Fighters looked. "What's wrong? Why do all of you look worried?"

"It's Buu, he seems to have gotten stronger," Krillin said. "Not only that I feel another power, it just increased a lot! It's a weird power too! It's like Goku, Vegeta, Piccolo, Tien, myself and Frieza all in one!"

Bulma looked very worried, "Can't Goku and Gohan handle them? What about The Androids?" She looked down again. "They also have Vegeta, Piccolo and Trunks with them, that should be enough right?"

"I'm not sure about The Androids since we can't sense their energy," Krillin said. "But from what I'm sensing, even Goku and Gohan are gonna have trouble. Vegeta though, it's weird but it almost feels like he and Piccolo sorta just, disappeared."

Bulma's eyes grew in shock, "Disappeared? You mean like..."

"No, not like that. They're still alive, but it just feels...I can't explain it," Krillin said.

"Trunks is alright though, he got his strength back, and he feels a little bit stronger," Yamcha said. "Probably that Saiyan power boost I've heard about."

Bulma looked back down, "They should be fine, Goku's had tougher and he always managed to succeed right? He never backed down from anyone and usually ends up winning."

Krillin sighed, "I'm not so sure Bulma, then again I've doubted Goku before and he managed to surprise me, maybe he has some ideas he can use. I just hope they work out well."

Back down below, both Cell and Buu are still admiring their new power and forms. Goku and Trunks are standing near each other and glaring at the two creatures, both ready to fight.

Gohan continued to stand there, still in shock and in tears, unable to really move or react. He stood there stuck on knowing that despite his best attempts, he could not prevent Cell from absorbing The Androids. It wasn't just about preventing Cell from getting strong, it was about keeping his friends safe. Seventeen and Eighteen, his two friends who he deeply cares about. He couldn't protect them, despite all this knowledge from The Future, despite how strong he had gotten, he still couldn't keep his two friends safe.

Goku noticed that Gohan seemed out of it, seeing the look of hopelessness in his son's eyes. "Gohan! What's wrong!? Why are you just standing there!?"

"He looks to be in shock," Cell said. "I can't blame him, I'm sure he can feel how strong I've gotten."

"Or he's more in awe of my strength," Buu said. "He had trouble against me before, now he's gonna have that much more to worry about."

"Please, all you did was aborb some worthless Namkien and a Saiyan who talks tougher than he actually is," Cell said. "I absorbed two Androids who were actually meant to be trouble against those two."

"I'm quite certain my power was already far above yours, plus I too was able to overpower those Androids," Buu said.

"That's not what I saw a moment ago, you looked like you were struggling. That may be a good thing, it's like they somehow got stronger. Of course that power is mine to use now," Cell said.

"You sound confident, would you perhaps want to test your power against me?" Buu asked.

"You seem like a decent challenge, the most fitting challenger to test my Perfect Form," Cell said.

"Hey!" Goku shouted. "Did you forget about us!?"

"We're gonna stop you right now!" Trunks shouted, grabbing his sword.

"I don't know, would either of you make a good enough challenge?" Buu asked.

"I'm kinda curious myself," Cell said. "How about your son? Does he still want to fight?"

Gohan didn't react, he just continued to stand there, feeling worthless.

Buu chuckled a bit, "Somehow I think he lost the will. He did seem fond of those two that you absorbed."

"Such a shame, don't worry though little Gohan, I'm making great use of their power," Cell said.

Gohan still had no reaction other than just standing there with a hopeless look in his eyes.

Goku got into a stance, "I'll take you both right now! Come on!"

"Not without me!" Trunks said, getting into his own stance.

"Fine then, we'll go along with this for now, Goku might give a good fight at least, but somehow I doubt this boy will," Cell said.

"I'll show you!" Trunks shouted and flew in to attack, but Cell dodged his first sword swing. Trunks swung again but Cell grabbed the sword and kicked Trunks in the stomach, causing him to let go of the sword, Cell then tossing it away afterwards.

"Is that all you have?" Cell asked.

Trunks flew in, throwing quick strikes but Cell seemed to be able to dodge them with no trouble, then whacked him aside very easily.

"Trunks!" Goku wanted to help, but Buu has appeared before him.

"Did you forget I was here?" Buu asked.

Goku then went for a punch which Buu managed to block, then he returned the punch though Goku did a block of his own. They started throwing more strikes, getting into a clash of combos.

Goku and Buu seemed mostly even with each other, but Buu slowly started to overpower when he hit Goku with a hard knee to his stomach and then punched him to the side of a building.

Trunks got up, holding himself in pain, seeing Goku getting attacked by Buu. "No, Goku!"

Cell appeared before him again, "I would worry more about your own situation."

Trunks went for a kick to Cell's head, but Cell blocked the attack and then grabbed Trunks's leg and squeezed hard, causing pain for the time traveler and then tossed him through several buildings.

Buu was still attacking Goku, throwing quick strikes and knocking the Saiyan around. As he went to attack again, Goku managed to stop the attack with a quick kick to his face and then sent some ki blasts at Buu, causing some damage, but it was quickly regenerated.

"It doesn't matter what you do Goku, I can't be destroyed," Buu said.

"We'll see about that, I'm sure there's only so much you can regenerate," Goku said.

Buu went to attack again but Goku threw a blast down to create some dust to temporarily block Buu's vision as Goku went into the air. Buu looked up and saw as Goku prepared an attack.

"KA...!"

Buu looked confused, "Wait, does he not realize that if he uses the attack from that angle, he could destroy the planet!?"

"ME...!"

Cell also looked up, "He must be bluffing, Goku wouldn't risk this planet's safety over a fight, even he's not that foolish."

Trunks looked up, confused himself. "Goku, what are you trying to do?"

"HA...!"

Buu shook his head, "Stop your bluffing! We both know you're not this foolish!"

Cell and Trunks however started to believe Goku really was gonna do this, they couldn't detect any hesitation from within Goku.

"ME...!"

Buu looked a bit worried, "Have you lost your mind! You'll destroy this planet! What about your son and all those you care about!?"

Cell gritted his teeth and yelled at Buu. "Why don't you go stop him yourself! Before he destroys everything!"

"Goku wait! It's not worth it!" Trunks pleaded.

Before Goku did anything, he instantly appeared before Buu using his Instant Transmission, glaring at the creature before him, who looked amazed at what he saw.

"HA!"

Goku then blasted the attack, completely taking over Buu and seemingly vaporizing him. Cell and Trunks were both amazed at the power shown by Goku, and his technique as well.

"Amazing, Goku was able to trick Buu into dropping his guard, and unleashed an incredible attack," Trunks said.

"Such a smart tactic," Supreme Kai said from nearby.

After the attack, Goku glared at Cell. "Now for you."

Cell was still in awe of what he saw to properly react as Goku rushed in with a punched to his stomach and then kicked him aside as he charged the attack again. "Kamehame-HA!"

Goku blasted the attack as it seemed to hit Cell as he went straight into another building, which caused it to be completely destroyed.

"Thankfully all the people left the city...I hope they did at least," Trunks said.

"Don't worry, any damage by these two can be fixed with The Dragon Balls, once I get another Guardian from New Namek," Goku said.

Supreme Kai and Kibito both flew towards Goku.

"Did you do it!? Did you defeat Buu and that other creature?" Supreme Kai asked.

"It looks like it, even Buu couldn't have endured such an attack, and that creature surely shouldn't be that strong himself," Kibito said.

Goku looked around, "Somehow I don't think this fight's over."

Moments later Cell started walking to them, though the right part of his body was destroyed. The others were amazed he was even still moving considering the damage he took.

"Nice attack Goku, I'll be honest I didn't expect that," Cell said as he moved in closer. "Just know that this won't be happening again, I won't allow it."

"Give it up!" Trunks said. "With that injury there's no way you could be of any threat to us!"

Cell smirked a little, "You fool, you know nothing of me do you?" Within moments, Cell completely regenerated his damaged body, much to the surprise of the others.

"What!? How!?" Trunks asked.

"It's simple. See like Seventeen and Eighteen, I too am an Android. However I am not some robot like most other Androids, nor was I a human turned into a cyborg like Seventeen and Eighteen. I am a bio-android, created with the cells of all the strongest warriors," Cell explained.

"Huh? How?" Trunks asked.

"With the aid of some robotic insects that have been taking your cell, as well as some recordings of all your fighting styles, starting with when Goku was a young boy," Cell said.

Trunks looked to be in disbelief, "This doesn't make any sense, why take all of their cells anyway?"

"Isn't in obvious?" Cell asked. "It's thanks to those cells that I have this power! You know why I was able to regenerate a moment ago!? Because I have Piccolo's cells, the Namekian ability of Regeneration is part of me. I also share the same cells as Goku, Vegeta, Tien, Yamcha, even Frieza, all of the strongest there is."

"That's why I can sense them all in you, myself included," Goku said. "Still this doesn't surprise me too much since my son has mentioned you."

Cell looked to the still hopeless looking Gohan "Yes he did seem quite knowledgeable about my need for Seventeen and Eighteen to reach my Perfect Form. I am curious how."

"He's been to The Future, he told me all about you," Goku said.

"So he's Time Traveled as well, good for him. Not that the knowledge did much, I still have The Androids, so it was probably a total waste of time," Cell chuckled a bit. "That unintentionally humorous."

"The only thing humorous is that you think you'll actually win in the end, I will stop you Cell," Goku said.

"I doubt that, but if you'd like I can show you the other benefits your cells have given me," Cell then jumped into the air and put his hands in a very familiar position. "KA...ME..."

Goku looked up in surprise, "Huh!? No way!"

"HA...ME...!"

Trunks's eyes widened, "Is he seriously doing the-"

"HA!" Cell then sent a powerful Kamehameha to the group, though Goku was able to jump back while pulling The Supreme Kai to safety, Trunks doing the same with Kibito. They were able to avoid the attack but still looked surprise.

"Goku, wasn't that your attack!?" Trunks asked. "Does he know everyone else's?"

"I'm not sure," Goku said. "I mean it's not like that's my attack only since Krillin, Yamcha, Gohan and even Tien can do it. It's not even an attack I made, Master Roshi was the one who came up with it."

"It seems like you need more convincing, here's another one," Cell said and placed two fingers on his head, charging another attack.

"Wait! That looks like Piccolo's move!" Goku said.

"Take this, Special Beam Cannon!" Cell said, blasting the move at the two, causing them all to dodge again.

"Somehow I thought that attack had a different name," Goku said, scratching his head.

"Goku, this might be a problem if he knows every technique you and your friends do!" Trunks said.

"I know all of them, if I want to I can even do The Spirit Bomb," Cell said. "Now, here's another trick!"

Cell then fired some lasers from his finger, trying to attack each of them.

"Great, now he's doing one of Frieza's moves!" Goku said, dodging the lasers.

Trunks flew up and did some hand movements, "Burning Strike!"

He blasted Cell, but it did no real damage. Cell then zapped right through Trunks's right arm.

"No Trunks!" Goku shouted, then flew in to punch Cell back, then kept flying to do a few more strikes to the Bio-Android.

Cell was eventually able to counter and even managed to hit Goku in the leg right on the spot Buu blasted through before, causing Goku to lose his balance and take a strong punch to his jaw.

During this Gohan is standing nearby, still dealing with the burden of having not been able to protect his friends. He doesn't understand how with all that knowledge of The Future, with all the training he did, that he couldn't do what he promised he would. He should have been strong enough, he should have been quick enough, he was prepared for this, how this happened was something he just couldn't understand.

He started thinking of Seventeen and the brotherly bond he shared with him. Seventeen really admired Gohan's strength and Gohan admired how cool and relaxed Seventeen usually was. He enjoyed sparring with him inside The Time Chamber. Gohan also knows that Seventeen cares for him, a lot more than he wanted to admit. Gohan cared a lot for his older brother figure.

Then he began to think of Eighteen, and how much he's grown fond of the female cyborg. Eighteen admired Gohan's personality, she seemed to consider him a very mature kid, to the point that she forgets how young he is, though compared to her, he's probably not that much younger. Gohan loved spending time with her inside the Time Chamber, she was so nice to be around, it also helps that she's very pretty, he could look at that beauty all day.

Gohan then started to realize that since meeting Eighteen and during the training in the Time Chamber, he's actually started to forget about Videl almost. At first to motivate himself, he would imagine what if Videl was in danger. Now it seems like his main motivation is saving The Androids, but he feels like it's mostly Eighteen. He wondered what if aside from Cell and Buu, he would have to protect Eighteen from Frieza or Goku Black. In a way he felt even more motivated to keep her safe for reasons he doesn't fully understand.

Why does he feel that way for her he wonders.

The more Gohan thought, the more he felt determined to make things right, to save his friends. However during this, Buu had fully regenerated and moved closer to Gohan, ready to attack.

"Time to destroy you!" Buu shouted, going for a blast.

Trunks had been shaking off his attack from Cell and saw that Gohan was in danger. "No! Gohan watch out!"

Gohan had barely noticed, but fortunately Trunks still managed to send a blast at Buu's face, while doing little damage, at least distracted Buu so Trunks can rush in and pull Gohan aside.

Goku also noticed that Gohan was in trouble, so he kicked Cell aside and flew to attack Buu with a strong punch that knocked him into the air, then used his Instant Transmission to appear before Buu and kick him back down.

Trunks went to assist Goku, but Cell had appeared before him to knock him to the side of a building. Cell aimed to send a ki blast at Trunks, but Goku was quick enough to punch Cell back.

"These guys are just way to strong. Looks like I'm gonna have to try out that technique. I know Gohan said it's risky, especially considering I just learned it but I don't have a choice. I'll just have to do it and end this fight quickly!" Goku then started to power up. "Come on, I gotta try, and try fast!"

Everyone nearby watched as Goku's energy began to increase, reaching new heights of power. Cell and Buu were especially interested as to how strong Goku could get.

Everyone on the Lookout could feel the increase in Goku's power, each of them wondering how strong their friend has gotten.

"Amazing, Goku's power is increasing incredibly!" Tien said.

"Goku never stops amazing me," Krillin said.

"I hope this means he'll win," Bulma said.

Down below Trunks is watching in shock at seeing the power Goku showed. He heard that Goku was capable of great strength, but this was so far beyond what he expected.

Within moments, Goku's hair started to get much longer and his eyebrows seemed to disappear as he let out one more mighty scream, a lot of energy emitting from the Saiyan. When it was over, Goku stood there looking much stronger and much more intimidating.

While everyone stood there analyzing Goku, Cell was the first to speak. "So, your hair's grown longer. But I can tell that's not the only thing that's changed about you."

Goku chuckled a bit, "Of course not, I'm sure you can tell, but my power has increased immensely. This is my Super Saiyan 3 form."

"Super Saiyan 3?" Trunks asked. "So that form you and Gohan transformed into when you arrived, that was a Super Saiyan 2?"

"Yeah, it was. Gohan taught me about that and this form during our training," Goku said. "I was amazed enough to know there was a level beyond a Super Saiyan, but to learn of a level beyond that, I just had to figure it out."

Trunks looked a bit more hopeful, he felt with this power, there was no way Goku could lose.

Even the Supreme Kai looked amazed, "What incredible power, this time Goku is sure to win against those two."

Goku got into a stance, then immediately rushed toward Cell and hit him hard in the stomach, the Android barely able to register that speed. Goku then kicked Cell aside and sent a strong blast at him, causing some incredible damage.

Before Goku could defeat Cell for good, Buu rushed at him and engaged in a clash with Goku, the two seeming to be evenly matched with each other.

Trunks watched eagerly, hoping for Goku to be able to over power the Majin, his hope increasing the more Goku seemed to be able to strike hard, knocking Buu back.

Buu sent several blasts at Goku, but they were easily dodged as Goku continued to attack, throwing one hard punch after the other, knocking Buu around quite a bit.

The more the fight continued though, the more Goku started to become tired. His body couldn't handle the Super Saiyan 3 form well. He still managed to keep up with Buu for a little bit longer, knocking him through several buildings.

Cell attempted to get up, ready to attack but Trunks had rushed in and kicked Cell away. "Thanks to that attack, he's gotten much weaker, I can end this quickly."

While this was happening, Supreme Kai noticed Gohan nearby, the young Saiyan still focused on his own thoughts, even after having been rescued by Trunks. "Hey! Gohan! What are you waiting for!? Your father and that other boy need you help!"

Kibito rushed over to him, "I can heal you back to your full energy if you need, but you must hurry now!"

"Kibito, you still have enough strength left to heal?" Supreme Kai asked.

"After this, I won't be able to heal any major damage, so he must move quickly!" Kibito said.

Supreme Kai nodded and focused on Gohan, "Please, you must hurry! Will you go in and fight?"

Gohan still seemed a bit out of it, though he slowly started to acknowledge the Supreme Kai. "Huh? What?" Gohan heard some clashes, looking over to seeing Trunks battle against Cell and Buu trying to fend of Goku. What worried Gohan was seeing Goku's Super Saiyan 3 form. "Wait! Why is my dad using Super Saiyan 3!? I told him that form is risky! He just learned it very recently, his body can't handle that power!"

Supreme Kai looked shocked as he turned to Goku. "I can feel it actually. Yes his power is draining, he needs to destroy Buu and fast."

Gohan turned to Kibito, "Heal me up please, I need to save my dad."

"Of course," Kibito said and began healing.

Goku continued attacking Buu, increasing the power of his blows, but slowly draining his stamina. "Time to end this!" Goku kicked Buu into the air and charged some energy. "KAMEHAME-HA!" Goku had used the power of that Super Kamehameha hit Buu hard as he went straight into a building and a huge explosion occurred. Feeling like he won, Goku had then powered out of the Super Saiyan 3 form and back to his base form as he lowered to the ground. "I think that's it. All that's left is Cell."

"I got him Goku!" Trunks said. He then kicked Cell aside and fired another attack. "MASENKO!" The attack hit Cell, knocking him hard into the ground below.

Supreme Kai seemed very satisfied, "This is great! We almost have this!"

Cell struggled on the ground, he had taken a lot of damage and was close to losing. Fortunately for him, he noticed a Senzu Bean on the ground, it was the one Vegeta had dropped before when he was absorbed by Buu.

Trunks aimed his palm at Cell, "Time to end this, within moments the Android problem will disappear from this timeline."

As Trunks fired the attack, Cell had taken the Senzu bean, using it to return to full power. The attack landed, causing some smoke and giving Trunks the belief that he had won.

"I think he did it!" Supreme Kai said.

Kibito, who had just finished healing Gohan, walked over to the two looking very happy. "Excellent, for a moment there I thought-"

Suddenly a beam went through Kibito's shoulder, causing him to fall over in pain.

"Kibito!" Supreme Kai said, checking on his assistant.

Trunks's eyes widened as he turned to Cell, the Android having stood up and looking really refreshed.

"Sorry, I'm not done yet," Cell said with a sinister looking smile.

Trunks shook his head, "That's impossible! That should have destroyed you!"

"Poor Trunks, I can't blame you though, a few seconds earlier and I probably wouldn't be like you thought. But I just happened to see a Sense Bean lying around, I figured no one wanted it, so I took it for myself, hope you don't mind," Cell said.

"Huh!? A Senzu Bean!?" Trunks asked.

Gohan knew where that bean came from, Vegeta had been given a Senzu bean before, he must have dropped it when he got absorbed.

"Yes, and thanks to the Saiyan cells within me, recovering from such heavy battle damage has increased my strength greatly, I have you to thank for that Goku, and you as well Trunks," Cell said.

Goku angrily gritted his teeth, at least there was only Cell, but he had used up a lot of energy on Super Saiyan 3 and didn't have a lot left. Unfortunately a huge piece of pink goo jumped at Goku. Gohan attempted to warn his father, "Dad! Behind you!"

Goku turned around to see the pink goo approach him, though before he got absorbed, he used the last of his strength to put up a type of barrier around him as the goo completely grabbed Goku.

The goo then went toward a fully recovered Buu, absorbing the Saiyan into his body. "Excellent, now I too have even more power to use."

Cell looked a little disappointed, "That's a shame, I wanted to use this power to destroy Goku myself, though I guess I could destroy you later after I'm done with Trunks."

"Don't worry, maybe you'll see Goku again after I absorb you," Buu said. "But for now I do agree that this boy needs to be destroyed."

Trunks got into a stance, keeping eyes on both villains. Suddenly he jumped into the air and fired beams at both, but they were deflected as Cell zapped Trunks a few times and Buu blasted him out of the air.

"Such a foolish boy," Cell said, floating into the air.

"I can agree with you on that," Buu said, also floating into the air.

Both aimed their palms down at Trunks and the planet below.

"Time to end this," Cell said as he and Buu aimed their palms at the ground below.

Before anything, Gohan had appeared before the two and kicked them both to the ground, surprising them.

Supreme Kai looked amazed, "Gohan!?"

The two got up as Gohan flew to the ground below.

"I hope you two didn't forget about me," Gohan said, glaring at the two.

Cell angrily glared at Gohan, "How foolish, do you think there's much you can even do at this point?"

Buu also glared angrily at Gohan, "You should have just admitted defeat young boy."

"Yes, just accept that you can't win," Cell said. "Your father know, your friend Trunks knows, you should have realized that you had no chance of winning the moment I absorbed those two Androids and reached my Perfect Form."

Gohan angrily gritted his teeth as he slowly powered up, "Seventeen...Eighteen..."

Cell looked a bit surprised, then had a sinister grin, "Does it anger you? Knowing that they're not a part of me? I'm sure you know that they were what I needed to reach this power, yet you still couldn't stop me from absorbing them. Does it anger you to know you failed?" Cell laughed a bit, "Or perhaps you actually cared for those two, were they your friends?"

Gohan continued to grit his teeth as he powered up more. "Give them back..."

"So, you do care for them, don't you?" Cell said. "Let me guess, were they like your Best Friends? Or older siblings?"

"Give them back!" Gohan repeated, powering up more.

"Were you that close to them? Was it truly a sibling bond?" Cell asked. "At least with that boy? Was it more with that girl? Was she even more special to you?"

"I'm telling you right now Cell! Give them back!" Gohan shouted.

"Tell me this Gohan," Cell said. "That girl...you love her, don't you?"

Gohan powered up immensely, his energy flaring up and causing the world to shake briefly. "GIVE THEM BACK RIGHT NOW!"

Gohan rushed in to punch Cell hard across the city, Buu looking amazed at the power shown. "Wh...what!? Where is this strength coming from!?"

The Supreme Kai was also amazed, though he quickly grabbed Kibito and Trunks and flew away from the area, realizing it wasn't safe.

Gohan continued to power up, glaring at the Android he just punched. "Cell, you made a big mistake when you took away the ones I care about. I will get them back! I WILL DESTROY YOU!"

Cell looked on in shock at the power Gohan displayed, the young Saiyan looked ready to do as he promised, defeat Cell.