Krillin and Yamcha had stayed the night at Krillin's home while everyone else was on the Lookout. Yamcha was sitting on the couch watching TV. It was nearly two in the morning and he could not sleep. His thoughts wandered to a million different places.

Krillin walked out of the kitchen and stood near the wall. "Can't sleep?"

Yamcha just shrugged, leaning back on the couch. "I guess. You're not worried?"

Krillin chuckled nervously, "Yamcha, you have no idea how scared I am. I'm bowing out for now. Maron wants me to stay here, so I'm not fighting Cell."

Yamcha raised an eyebrow, "It's weird seeing you as a married man. Guess I'm just used to awkward little Krillin."

Krillin laughed as he slapped his friend on the shoulder, "I'm still awkward. I wanted to give you this." He handed Yamcha something. "It's the remote Bulma made to shut-down the Androids. If it comes to it, if you press the button, Android 18 will shut down and will no longer have any power. Making her useless to Cell."

Yamcha looked down at it, "Why not give this to Tien?"

Krillin looked at him and turned and began walking away, "Cause Tien's a bit too serious for something like this."

Yamcha sat there looking down at the remote. I hold the power to stop Cell in my hands…


Turles stood on the edge of the Lookout. He was looking up at the stars. "This is ridiculous…" Suddenly footsteps came from behind and he spun around to attack out of instinct. He straightened up when he saw who it was. "Oh, it's just you. Don't sneak up on me." He turned back around.

Gohan walked up next to him, "Can't sleep either huh cousin Turles?"

Turles crossed his arms and shrugged, "Kid. I rarely sleep."

"How come?"

"Just reasons…"

"So, Uncle Raditz has told me about it, but what was Planet Vegeta like when you left?" Gohan sat on the ground and looked up at his cousin.

Turles looked down at him and sat down. He continued to look up at the stars. "Compared to here? It was ugly. Desert for miles, all red. Always hot too, very little water. Your uncle ever tell you why I was kicked off the planet?"

"No. Why?"

"I tried to become king. At the time I wasn't strong enough, but if I was as strong as I am now, well I would've never lost the throne. Nor would anyone have challenged me. I would've been like a god."

"Wow. That's kinda cool I guess. I've been wondering something though."

"You seem to question a lot of stuff kid."

"My mom wants me to be a scholar. Questioning stuff is how you learn. But I was wondering, how come you came to Earth in the first place?"

Turles scratched his head, "To be honest. I don't remember anymore. Probably to destroy it. But eh, whatever ya know."

"Hey, at least you're on our side now." The small pre-teen grinned. He got up, "Well good night cousin Turles." Gohan walked away and back to where he had been sleeping.

"Yeah…Whatever kid." Turles stood up. He was turning to go inside when he froze. He felt it. The power surge. "Did Cell just…No. He's fighting! Damn it! No time to wake anyone up, I'm gonna have to risk it!" Turles shot into the sky and off towards only where the gods knew.


Yamcha felt it as well. "Time to stop this." He gripped the remote and ran out of Krillin's house. He flew off towards where he felt Cell's power.


#18 was hiding in a closet. She was inside Kame House. She had taken #16 back there to rest. But she never expected Cell to come looking there. She could hear him walking around the house, his tail hitting the wall.

"Come out come out wherever you are." Cell walked around grinning. His tail smacked against the closet door and he heard something from inside. He stopped and looked at it. He shrugged and kept walking, searching.

#18 could barely relax when the door splintered and Cell's hand was wrapped around her neck. "Now, now 18. Did you really think you could hide from me!?"


Suddenly the house was engulfed in an enormous explosion and it splintered to millions of pieces. #18 and Cell were both unscathed. Cell just floated where he had been standing and he continued to choke #18 as he turned to see Turles floating in the air. "Cell, you're end is gonna come right here on this island."

Cell landed and dropped #18. She got to her feet and backed away a few feet. Cell didn't turn to her, "Move. And I'll absorb you right now." #18 growled and got ready. Suddenly Yamcha flew up next to Turles and the two fighters landed. "Well if it isn't the b-team. Wait, or is Yamcha just B-team? Cause if I'm correct, Turles you've beaten no one."

Turles slipped into his stance, "Well I'm gonna beat you ya fish-lipped freak!"

Yamcha slipped into his stance as well. "We're gonna do this together Turles. We can take him I bet. Kaio-ken x20!" Yamcha's aura ignited and he charged Cell. Turles followed him and the two landed punches to the creature's face.

Cell smiled and knocked them both back with a simple wave of the arm. Yamcha's aura immediately flickered out and he slid across the ground. He landed face down in the sand. Turles skid backwards on the heels of his boots. He barely caught himself before falling.

Turles was pissed now. "That's it!" Turles charged Cell and smashed a fist right into the bio-android's stomach. Cell hunched over and spit on the ground. Turles then kicked him into the air and slammed him down. Turles flew down and caught Cell on his knee. Upon dropping Cell, Turles planted his boot on the bio-android's head. "Die you!" Turles fired thousands of ki blasts into Cell's back. Cell could be heard screaming as the blasts hit him. Turles stopped firing and took a step back as Cell slowly got up.

Cell had burns all across his body and many injuries. His arm was broken and he was panting. "T-Turles…If you let me absorb 18, then you'll get an even better fight."

Turles raised an eyebrow, "I'm listening."

Cell grinned, "Then listen to this!" Cell fired a large blast that engulfed Turles. He then flew at #18. He grabbed her and his tail began to engulf her. She quickly disappeared into his tail and he began to glow. Turles got up, wiping some blood from his mouth as he looked on in shock.


Cell was significantly shorter, about Piccolo's height now. His wings grew back and were now black. His exoskeleton was now a light green with black spots. He had black plates on his chest, shoulders, ankle and groin now. His boot like feet were completely yellow. His face had purple lines now and yellow lines down from his ears to chin. His skin on his face and hands was now pale and he had a fully formed nose and mouth. Suddenly his blue eyes flashed and became a pink color.

Yamcha got to his feet slowly, "Turles! What have you done!?"

Turles turned to him, "I think he just got stronger. Don't worry, I got this."

"Yeah no, no you don't!"

Cell was just standing there looking himself over as the two argued. He felt a blast hit him in the chest and he looked up to see Turles right in front of him going for a punch. Cell simply flicked the Saiyan, sending him flying for miles over the water. Yamcha just stood there in shock. "T-Turles…"

Cell looked at Yamcha. "Oh yeah, you're here. Ya know, world domination doesn't seem like any fun anymore."

"S-so you're not gonna destroy the Earth?"

Cell grinned as he began testing the movements of his new body by doing kicks and punches in the air. "No, I still plan to."

Yamcha got into a stance, "Then I must destroy you!" Yamcha's aura flared once more and he charged Cell. He hit the newly transformed Bio-Android with everything he got. Cell didn't even seem to be flinching.

Cell swatted Yamcha aside. "Done yet?" Yamcha hit the ground and spit up some blood. He got to his feet and was ready to attack again. "You really need to learn to let people finish what they're saying."

Unexpectedly #16 came walking over and helped Yamcha up. "There's nothing we can do."

Cell chuckled, "So, you survived after all huh? How nice. The last of the trio."

"Take this you!" Cell turned to have Turles' fist smash across his face. Cell barely even moved as the punch hit him. "I'll show you for counting me out!"

Cell shook his head as he looked at Turles. "I guess I didn't hit you hard enough." Cell was suddenly in front of Turles. He kicked the Saiyan in the stomach. Turles was suddenly gone. A few seconds later a large wave washed over the tiny island. "Guess he's done now. Back to you two."

Yamcha pushed #16 aside and took a step forward. "I've never been about any of that honor crap. But if you're gonna destroy this planet, then I'm gonna fight you. Because I want to have some honor in my end and not run like a coward!"

Cell smiled, "I do love that fighting spirit you humans have so much of."


At this point everyone on the Lookout was awake and looking out across the Earth. They were all watching what was happening on the tiny island from the Lookout.

Orlen clenched his fists, "We should be helping him! Not just standing here!"

Daiz looked to the yellow headed alien, "Oh really now!? Tell me, which one of us here can beat him!?"

Piccolo growled, "Would you both shut up, Cell is talking."


Cell walked over to Yamcha and put his hand on the human's shoulder. "You give yourself such little credit my adversary. Yours and Turles' power. It intrigues me and I wish to see more of it. Though you put up little challenge, I know many of the others can. But tell me, if you had time to, could you get stronger? At all?"

Yamcha's eyes were wide in fear, "Yes…I think many of us could get stronger. But I'm warning ya, if you let us, Goku might get so strong he'll use you like a mop."

Cell lightly slapped Yamcha's shoulder and grinned. He turned around and looked out to the sea. "That settles it then!" Cell turned to look at Yamcha. "A tournament it shall be!"

Yamcha raised an eyebrow, "Excuse me, what?"

Cell crossed his arms and smiled, "I'm giving you all a second chance. A fair game if you will. Do you remember the World Martial Arts Tournament?"

Yamcha slowly nodded in, "Yeah, I do. I competed in it."

Cell's smile grew larger as he placed his hands on his hips. "Good, because I'm reviving it. I want to prove I truly have no equal. And this way, anyone who wants to, can compete. All of Earth vs me if you will. You Z-Fighters as you call yourselves can come face me. I will face a fighter one on one and if I win, I will face the next fighter. I haven't decided on the place yet, so please, watch your television closely for details." Cell turned to walk away when he looked back at Yamcha, "Oh. And bring plenty of senzu beans." Cell quickly took off into the sky, leaving Yamcha and #16 standing there in shock.


Tien clenched his fist as he punched one of the trees on the Lookout. The tree splintered as he punched right through it. "He's just gonna toy with us! Damn it!"

Raditz was standing there grinning, "Oh come on guys. Now that Trunks and I are out, we've got this." Everyone turned to see the two of them. "Oh, and Kakarot is already inside with his kid. He sort of used the confusion to sneak off. Now, what is going on here exactly?"


I'm gonna be extending the power scale from 1-10 to 1-20. It's much easier to scale at this point.

Power Scale (Relative to Fight)

Cell: (Semi-Perfect) 13 (Perfect) 18

Yamcha: (Normal) 1.2 (Kaio-Ken x20) 2.9 (Post Injuries) 0.8

Turles: 4

Android 18: 6

Q&A

Q: YASS CHICHI

A: Good to see someone likes the idea.

Q: When will Yamcha fight?

A: Done!

Q: Having Chi-Chi become a true Z-fighter will be interesting.

A: She'll be fighting for sure.

Q: Got to love the TFS references though! :D (From Chapter 43)

A: Haha yeah!

Q: That was bardock on king kais planet right. (From Chapter 43)

A: Possibly. You'll just have to wait and see.

Q: Holy crap. ChiChi is willing to start fighting again?! Seriously, when I read her asking Goku to let her fight my jaw dropped. She hasn't fought since what? 18?! You sir... your ideas are killing me here in a good way! Another cliffhanger! Gaaah! I am sooo looking forward for ch. 45!

A: To be honest, I thought people would be against it. But I really wanted it so I went with it. Glad people like the choice.