In the middle of a battle scarred field stood a flinting white arena, each corner marked by a white spear which jutted skyward. The ground was litered by downed airplanes and the husks of old tanks, destroyed because they attempted to destroy a being who was effectively a god when compared to humans.

The one who smashed the earth military stood stoic in the centre of this white tiles of the arena. He was over seven feet in height, his skin mainly green in shade with darker green splotches. His feet were chitonous black boots and he had two sharp wings and wrist guards of a similar colour. The skin on his face was purple as were his hands. Beneath his eyes were two crimson red lines. He had for sharp cranial protrusions surrounding a black biogem atop his head.

This being was Cell, the monster born by combining the DNA of heroes such as Goku, Vegeta and Piccolo...and the cells of villains such as Raditz, Cooler and King Cold.

"Hm...Quite a conflict going on over there..." he mused, his eyes shut so that his ki sense could better hone in on the massive battle taking place miles from Mount Paozu. "I do sorely wish to see it but...I can't just leave my arena, can I?" he looked around and gave a shrug to himself.

"Feh. It's hardly going to sprout legs and run off..." he mused, pressing two purple fingers to his brow. He honed in on one energy signature, then vanished in the blink of an eye.


Cell reappeared beside Piccolo, causing all the warriors to jump and enter into their fighting stances "Cell!" Gohan grunted, clenching both his fists "What the hell are you doing here?!" he spat, narrowing his turquoise eyes.

Slak clenched his fists, green fire sparking on his alien digits "What manner of abomination is this?!" the Namekian shaman asked, baring his fangs at Cell. He could sense the mixed ki of several races all...forcibly merged inside this being.

The Bio-Android eyed Slak and Inyon curiously. He knew he sensed two unfamiliar energy signatures, but he never thought he'd see another Namek or a female Super Saiyan. "Well isn't this a shock. Another Super Saiyan, honestly it's like a bargain sale with the rate you crop up." he remarked. "I'm Cell, the perfect being. And I'm here to see this battle between Goku and...well according to my genetic memories, his opponent is Frieza."

He watched, seeing Goku's knee crash into Frieza's stomach and sending the Arcosian crashing into the grey rocky ground which split apart on impact. Frieza hopped up quickly and fired off two narrow beams of red ki from his eyes, which struck Goku in the chest with a powerful explosion. It burnt the remainder of Goku's white shirt to cinders and sent him flailing backward with smoking burns on his chest.

"He's certainly stronger. He might actually beat Goku." Cell remarked. Not that he was afraid, Goku was barely a threat to Cell at full power right now.

Gohan looked worried, biting his bottom lip in growing fear that Frieza would actually beat his father 'Damn it dad, you strained yourself too much with that Super Kaioken attack. You need to end this quickly before you totally run out of stamina!' he thought. Piccolo, as if sensing the boys worry, planted a large green hand on Gohan's shoulder to comfort him.


Goku gave a loud yell of pain as Frieza's knuckle smashed his ribs, sending him spiralling downward. He corrected himself in time and blocked another incoming strike which shattered the earth beneath him. The Saiyan's pal shot up and struck Frieza in the brow, knocking him away "Hah...Someone's been training..."

Frieza for his part seemed tired and sore too, but his breaths came far less ragged than Goku's own "Of course...Had to get stronger to beat you. But the universe kept throwing spanners in the works. A rebel army that destroyed my home planet, the reanimated remains of my brother Cooler, the Legendary Super Saiyan...But I handled all of it."

"You...You lost your home planet?" Goku asked, keeping is guard up for now. He was a trusting fellow, but he knew to take everything Frieza said with a hint of skepticism.

"The rumours said I had died on Namek, and that caused the long-dormant rebellion against my empire to spring to life...They blew my homeworld to atoms, and most of my species along with it." Frieza's sneer was fully visible through his shattered face mask "But I brought them back, with the Namekian dragon balls."

Goku's eyes snapped open, and he roared "What did you do to the Namekians?!" deep down there was fear in his stomach, that Frieza had somehow forced the people of New Namek to give him immortality.

"I saved them, from a malicious AI. Out of gratitude of the debt I had repaid, they allowed me to use their dragon balls to restore Arcos and her people." Frieza replied.

He vanished like a white blur, completely vanishing from sight and reappearing straight behind Goku and going to slam his elbow into Goku's neck. He ducked switly and smashed his fist into the small of Frieza's back, sending him hurtling and crashing into spire of rock which collapsed to bits atop him.

A blue ki ball shot from Goku's palm, which blasted Frieza skyward, spurts of blood escaping the cuts that had opened up all across his once snowy skin. He righted himself and shot his index finger out, firing off multiple Death Beams which rained down like burning spears from heaven. Goku started flying about rapidly to swerve around the incoming blasts, flying through fissures and cracks in the rocky field, narrowly avoiding the explosions.

Goku didn't know how he didn't see the bolt that exploded before him and sent him hurtling upward. Maybe he miscalculated his route or, he simply wasn't as fast as he thought he was. Didn't matter now, he mused as he struck the hard earth flat on his back.

He hopped up just in time to avoid getting crushed under Frieza's food, the alien digits shattering the rock where Goku had been a mere moment earlier. The Super Saiyan lunged forth and swung a kick at the Arcosian's side. But Frieza began turning at a poor moment, and Goku's leg connected with Frieza's arm just at the elbow.

There was a horrid crack when the blow connected, followed by a deep hiss of agony from Frieza as his arm bent and twisted in a way biology never intended it to. Then his limb hung limply below the elbow, broken and utterly useless in the fight now.

"Ngh...You think a broken arm will stop me?" Frieza said, lashing Goku in the face with his tail and sending him tumbling backward through a boulder "You have no concept of what I've gone through to get here...If you think I'll give in from one lost limb, you are one stupid Saiyan!"


Trunks and Vegeta had left the Time Chamber earlier than expected, in need of new training gear after the damage that had been inflicted on the armours they did have. As soon as they stepped out of that door, they sensed the battle. How could they not? The energy they were putting out was enormous, and Frieza of all people, was one of the ki signatures.

They dressed frantically, Vegeta roaring at his son "Get a move on boy!" before they both transformed and flew toward Mount Paozu where the brawling was taking place. When they neared, he spotted Frieza. Transformed, yes, but unmistakably him.

"I told that fool Kakarot that Frieza would come back once he was left alive. Well, now it's time to end this foolishness. Time to die Frieza!" Vegeta roared, his golden aura flaring and his muscles bulging as he entered his Ascended state. He flew down toward Frieza and Goku's brawl, but before he could anywhere close a fist struck him in the jaw and sent him flying backward.

He sensed another Super Saiyan, and a Namekian for that matter, but he was so caught up in his hatred of Frieza that he didn't think to look out for them and as such the blow caught him off guard. His fuming eyes settled on Inyon, who grinned like a madwoman. She wagged her finger at him "Ah ah ah. Naughty lil' prince. Nobody's allowed to interfere with the boss man's fight."

"You dare strike your prince?!" Vegeta snapped. He supposed he was shocked to see a female Saiyan, one that could transform at that, but again he was briefly blinded by his hatred for Frieza and his attempt to show off his Super Saiyan wrath.

Inyon gave an indignant snort "Prince o' what? Planet Vegeta's gone and your precious throne with it, you got no authority. Not like your old beardo father had any real authority, Lord Frieza was always calling the shots." she mocked. "An' sides, even if it weren't for all that I wouldn't serve the royal family after your dad sent me to die on that deserted hell planet." she added.

Before Vegeta could snap and lash out, he heard a soft chuckle and looked to Cell. His cold eyes never left the battle between Goku and Frieza, but he knew full well what was being said "I think you feel you have something to prove after Frieza made you cry like a bitch all those years ago...Your tongue bores me Vegeta. I look forward to tearing it out."

Trunks glared at Cell, the monster that humiliated him when he attained his damn 'perfection'...But he was also curious about Frieza's presence. Where was he in Trunks' timeline?


Goku had no idea when it had started raining, all he knew was that it was getting heavier and starting to obscure his vision. He and Frieza were both swaying from fatigue and injury, and he knew it would all be over soon. Frieza had changed, he could tell. Saving the Namekians, working openly with a Saiyan and a Namek...And his whole demeanour in the fight, no taunts, no smirks, no games...he was determined, but was he determined enough to kill? Had he changed that much?

Frieza lunged forth with a vicious snarl, shooting his good fist out toward Goku's head. The tired Saiyan narrowly avoided the fist and then swung his own up, smashing it into the open wound below Frieza's ribs, causing him to howl and thrash as a fresh spurt of blood coated Goku's fist.

The tired warrior moved as fast as his fatigued body would allow him catching Frieza by the tail and starting to spin him around rapidly, before throwing him through a large mesa and cleaving it clean in half from the force. Frieza spun in the air and dug his toes into the rock, skidding back several metres before he stopped. His blazing garnet eyes settled on Goku forming a glowing Kamehameha wave, which lit up the gloom of the grey battle-scarred rock land.

"Oh no you don't!" Frieza roared, kicking off the ground and soaring as fast as he could toward the incoming Kamehameha wave, his good fist pulled back and crackling with power.

Frieza howled and shrieked in agony, the energy boring into his exposed wounds, blasting off two more of his horns and whatever shards remained of his face mask. Yet still he pressed on, yet he wouldn't give in, never! "No damnit! If I die...You die first!" He split the beam in two as he moved closer, snarling and roaring in rage and pain as he drew closer to Goku.

Goku's eyes widened in shock, seeing Frieza was now only a few inches away "Ah! No way!" he yelled, trying to break off. Sadly for him he reacted all too late and Frieza's glowing fist caught him in the cheek.

The Super Saiyan hit the earth hard, leaving a deep crater and sending tremors across the ground. Goku grunted in pain and tried to sit among the spiderweb of cracks his impact had formed. His hair flickered from gold to black, and then his bangs fell before his face "Hehe...I'm beat, I just can't fight anymore..." he said, laughing nervously and looking up at the advancing Frieza through his half-lidded eyes.

Frieza was hunched, bleeding heavily from all his wounds, his broken arm dangled uselessly by his side and his fifth form looked far less imposing with all his spikes and horns blown off. Still, he was in better shape to fight than Goku was right now. He planted his foot onto Goku's chest and shoved him flat on his back, then raised one finger up.

"Now then...Time for a much belated revenge on all the pain you've put me through." he spat, a glowing red spark of ki forming on his index finger, the power radiating from it starting to raise a wicked wind. "And a punishment, for your defiance against my family."

Goku weakly managed to raise one arm up "Frieza, wait!" he yelled. Surprisingly, Frieza lowered his finger.

"Hmph, last words eh? Well I suppose I owe you that much."

Goku cast his gaze over to Gohan and the rest of his allies, poised for battle. He shook his head, still not wanting them to intervene. "Frieza, listen. The dragon balls have restored what you've lost, and you already proved yourself stronger than me...What will killing me accomplish?"

The question gave Frieza reason to pause. What would it accomplish? He had nothing to avenge, and he was indeed the stronger right now. He grit his teeth and looked away "I...I don't know." he admitted, clenching both his fists.

Goku gave a grunt and managed to sit up fully "You've changed alot from the monster I fought on Namek, I can sense as much. Are those two over there your friends?" Goku asked, gesturing to Inyon and Slak who were still observing in the distance, ready to stop any interference in the battle.

He hadn't thought much on it, but...Yes, Inyon and Slak, Midgyo, Ais, Polarri...even all the Shamoian slaves he had freed...they were all his friends. "Yes...Yes I suppose they are."

"See, that right there...the fact that you have friends and can admit to it shows how much you've changed. Back on Namek, you would've called the grunts or lackeys..." Goku said, grinning that silly dopey grin of his. "Ngh...Li-listen man...We have a major threat to deal with right now...Cell..." he pointed toward the dot on the horizon, and Frieza slowly turned to look over at him.

Then he was suddenly before them, making Frieza and Goku lurch backward. "It...He...he looks like Cooler..." Frieza said. It was the only thing he could think to say. His power was enormous, and Frieza just knew he was suppressed right now.

"That's because I have your brothers cells inside me. And your father's. And Goku's, Vegeta's, Piccolo's...etcetera..." he trailed off, smirking down at Frieza. Frieza sneered in disgust at this, this abomination who defiled the Snow King's bloodline with his mere existence. "I must admit, I'm a little disappointed. I expected a little bloodshed." he remarked in a bored tone.

"Oh well. At least the honour of killing Goku will be mine. Yes, a tremendous Honour...I believe I'll celebrate this Honour by taking a Trip of some sort when I'm finished..." Cell muttered. His aura flared up, he gave a wave and a smirk to the two warriors before flying off into the sky.

Frieza stood silently, watching the mutant soar off. Then he looked to Goku "I want to kill that abomination." he said sternly.

Goku grinned "Well he's hosting a tournament called the Cell Games in a few days time if you want to help us fight him. The others mightn't like it, but I'd like your help." he said. Right now he saw Frieza as the lesser of two evils, given just how damn powerful Cell was.

Frieza nodded "yes well. I'll let you use the healing tanks on my ship. Newer models, more efficient than the ones on my flying saucer."

It was at that moment that the group converged on the two weary warriors, Slak walking over and supporting Frieza on his shoulder "Easy Lord Frieza. Your race are hardy, but not invincible." the shaman said, looking to his ally.

Goku explained everything that had led up to Cell attaining his perfect form to Frieza, Dr. Gero and his quest for revenge, his Android army, Cell absorbing the Androids and then coming up with the Cell Games. He even divulged some details on Trunks and his quest to save the future. Frieza had no idea what to think of the boy. His brother was alive again, so he could hardly be mad about that. And as of late he'd been questioning whether his father was a good man or not.

He then went on to suggest Frieza and his allies aid in the fight against Cell, and the other had mixed looks of shock on thei face. None were more against the motion than Vegeta "Kakarot you blind stinking fool! You let this lizard live on Namek, and now you're letting him live now as an ally?! I always thought you were stupid as a post, but never that you'd do something THIS stupid! We can't trust him, not for an instant!"

At this, Slak wrinkled his nose "You are not of a mind to judge Frieza, Prince of Saiyans. You have carried out his genocides, laughing as you destroyed the cities of those who begged for mercy. What kind of penance of you done for your past?" he asked, causing Vegeta to grit his teeth "Frieza has fought the Legendary Super Saiyan and saved the universe from his violent rampages. He has saved the people of New Namek from a murderous computer, when there was nobody else to come to their aid."

This made Piccolo pause. Dende never mentioned such a thing when he was brought to the Lookout...

"Many of you have committed crimes in the pastm and you have been given chance to improve yourselves." he looked to Piccolo "Demon King." then to Tien "Assassin." then to Yamcha "Bandit." he finished "You have made up for your crimes. Please believe that Frieza has made up for his." there was a pause, and a silence.

"I guess...we need all the help we can get." Yamcha mumbled.

"If he saved Namek, then I can forget the past. And if a Namekian and a Saiyan can serve at his side, then maybe he truly has changed." Piccolo said.

The others soon fell in line, except for Vegeta who scoffed and spat on the ground "Mark my words, I know he hasn't changed, he's still scum deep down. Give me an excuse Frieza, and I'll kill you like the dog you are!" Vegeta grunted out, before flying off with Trunks in tow.

There was a long silence.

"Draaaaamaaa booooooomb!" Inyon blurted out.


A/N: Yup, Frieza won. Barely. Not that he's even close to Cell at this stage. So, review answerin' time!

Zengame: Well I imagine the strain would be huge, similar to the Kaioken x 60 Tien attempted to use in an earlier chapter. It was probably the main reason Frieza won in the end.

Oh wow, not a whole lot to really answer on...

Anywii, I got no answer for this when I asked a few chapters back, but would anyone like some sort of 100 review comedy special? Also, should I try and make some sort of TVtropes page on this fic or my other one Guardian?