Gohan looked at his daughter. He picked her up and began to fly toward his and Videl's house. It wasn't far from his father's. Videl ran out and looked at Pan. She held her hand over her mouth and tears began to form in her eyes.

"What happened?!" she shouted. Her voice sounding hysterical.

"Cell... It was Cell... I don't know how he came back to life but I am going to kill him for this." Gohan said has he laid Pan down.

Pan didn't hear her father packing his stuff. She didn't even hear him when he dug out the old Saiyan armor that Vegeta had given him back on Planet Namek. She was having a nightmare while her body was hurting like it was. She was seeing the creature that she faced but it was different. This time he was laughing and aiming his hand at her father. His cold black eyes where shining has he blasted her father and sent a ki blast through him. She watched her father dropped to the ground. She suddenly screamed and set up.

"Pan!" Videl shouted has she looked at her daughter. The girl began to sob and cry into her mother's shoulder.

"Mommy!!!! We can't let dad go after that thing... It will kill him!!!" she said has she was crying.

"No he won't. Your father beat him before. He killed Cell long ago." Videl said.

Pan shook her head and looked at her.

"Mom... That's not Cell.. I saw those old tapes that made grandpa Hercule famous... That thing didn't act like Cell. It didn't threaten or say anything. It just attacked when I attacked it... I think that it is going to kill dad... and then kill Grandpa..." she said has she started crying again.

Videl looked at her daughter and began to wonder what to tell her. She knew that Pan had seen something bad in her dream and hoped that it was only a dream. Somehow she doubted that it was though. She knew that her daughter had periods of being able to see something that would come to pass. And if she saw that thing killing Gohan than there was a chance. Grabbing the phone she called Chi chi. And of course her mother in law went into her famous over protection fit and she looked out to see Chi chi holding a huge array of guns in her hands.

"I'm going to find that thing and kill it!!!!" Chi Chi said has she looked at a hover car.

"Chi chi it might not be a good idea to go after that thing. It's easily has powerful has Cell.. I know that Gohan could defend himself... But I know that I wouldn't be a match for it." Videl said.

"That thing almost killed my granddaughter and is going to kill my son. I am going to stop it!" she said getting inside of the hover car. You can come with me." She said has the car started.

Near the snow lands.

Trunks looked at Changeling and thought for a moment. It could be that this thing wouldn't act until it met Goku. Maybe that Gero guy made it where it would get all of it's programming when it met Goku. That had to be it.

"I don't know if we should take you to Goku." Trunks said has he looked at it.

"Yeah... I really don't know either..." Goten agreed.

"I only know that I have to find him... I have no choice in it... if you won't help me then I will find him myself." Changeling said has he began to leave.

At the lookout

Piccolo stood up feeling what had happened. He looked at Yamcha who nodded.

"Bulma stay here and don't follow us." Piccolo said has he left the lookout. Yamcha followed her heading toward where this Cell copy was at.

Piccolo arrived and looked at the creature.

"You where near Gohan's house weren't you?" Piccolo said has he landed.

"The older male... Yes I was there... A girl attacked me. My auto defense made me attack her back. I had to protect myself. All threats have to be destroyed." Changeling said.

Goten's face went blank. This thing had just tried to kill Pan. And now it was acting like it was no big deal. He began to transform into a super saiyan. Suddenly Changeling heard his father's voice. It sounded inside of his head has he stepped back.

"Now... Changeling you are ready. Kill the Saiyans. Kill all of the Saiyans and then kill all that defied me. Destroy them all." The voice said. Changeling held his head.

"No... They aren't threats..." he thought out loud.

"Yes they are. They will kill you. They will destroy you. They hate you kill them now!!!!" The voice screamed. Changeling suddenly stood up straight. His pitch black eyes began to shine has his power flared. He sent a hard punch to Goten knocking him back. Catching him by the back of the neck he slammed the young saiyan into the ground again and again. Trunks jumped on his back has Changeling was beating Goten senseless. His head turned and he smiled.

"Energy Field" He said. A large field of energy formed and engulfed Goten. It burned the young Saiyan's skin and threw Trunks back. Piccolo looked at the changed mood of the creature. It happened when he saw Goten turn Super Saiyan. Hoping that he could get the attention of this creature he held his fingers to his head.

"Special Beam Cannon!" Piccolo shouted has he formed the attack. It headed toward this new threat and slammed into its side. However it had little effect.

"No it can't be... that would have blasted through Cell!" Piccolo said has he stumbled back.

"That is because I am not Cell. I am Changeling. Created to be the most perfect warrior ever. I can copy and upgrade any warrior that I witness. I made Cell's body stronger. Up graded his power seven fold. And I am going to kill all of you. Starting with the Saiyans." He said has he held Goten. The young Saiyan was about to slip into the darkness that would be his death when a blast caused him to be released. The creature looked at the attacker. Trunks had formed and used his father's attack the Final Flash. It was enough to knock the creature back from Goten. He then grabbed his friend and tried to take off. Piccolo nodded and tried to get away too. He started to leave when he felt someone else close by. He looked up to see Gohan wearing Saiyan Armor.

"You!!! I will kill you for what you tried to do to Pan!" Gohan shouted.

The creature grinned at him and pulled his hands back.

"Kame Hame Ha!!!!" It shouted. The attack headed toward Gohan to catch it. In his anger he was able to hold it briefly before sending it up into the air. The instant he did that the creature instant transmissioned to where he was and used a different attack on him.

"Death beam." It said has it created the attack that the original Cell used to kill Trunks. The attack bore through Gohan. His eyes grew wide and he began to fall back. When he landed on the ground the creature pulled it's hands back and let loose another Kame Hame Ha. The attack engulfed Gohan's body destroying him. But Gohan's sacrifice had given the other's enough time to leave and get far enough away that the creature couldn't sense them.

"So that was this shit's plan. It was going to draw my attention and let his friends escape. Very noble Gohan... And foolish. I will find and kill your friends. And then I will carry out my father's grand desire." Changeling said has it looked toward where it had came from.