Goku barely had time to think before 17 was flying directly toward him.

He crossed his arms in a block and caught 17's fist. He tossed him back into a rock face that crumbled upon impact, and 17 rolled over his back and sprung onto his feet.

They stood to face one another in a fighting stance, Goku staring his opponent down with a calmness that rattled 17. Behind the android's eyes, it was much more chaotic. 17 was frenzied—this was not the cool, collected fighter Goku had encountered outside his house. But his face was distressed, almost scared, and his shoulders hung low.

Inside, the android's heart and mind were clashing: He wanted to be free of Gero, but knew nothing else but the suffocating isolation of his master.

17 lunged once more at Goku—his right hook coming in at mesmerizing speed. But it didn't deter Goku, who ducked and landed a brutal uppercut to 17's core. The android let out a choke, spit dripping from his lips. Without missing a beat, Goku grabbed 17's arms and swung him clear across the field into another hillside.

Goku used the opportunity to power up. On the sidelines, Bulla watched in awe. It was clear that Goku had incredible power-it was radiating from him in a way that she had never seen before, like light piercing through the darkness, like hope in a sea of despair.

He took to the air to get the higher ground on the android, who slowly emerged covered in dirt. Goku launched an incredible display of ki blasts. Smoke billowed out from the crater, but 17 had managed to sustain it. He flew out of the dust, directly at Goku, and threw a powerful ki blast of his own.

It didn't take much for Goku to grab the blast in his hands and throw it back, but the android was already close enough to jump over it. He leaned his head in and threw several quick punches at Goku.

As the two sparred, 17 was disheartened to see how evenly matched they were. Back when they had first met, 17 would've been thrilled for this fight. It was all he dreamed about for years—a blow-for-blow row with Goku, a chance to scratch an increasingly wild itch to destroy. But now something else filled his mind. This was no longer fun—it was survival. And once Goku was gone, he would need to focus his attention on a much bigger threat.

Taking advantage of 17's distraction, Goku managed to swing around and knock 17's head to the side. As soon as he felt the impact, 17 grabbed Goku's arm and tried to respond with a punch of his own. Goku shrugged him off, but it was enough time for 17 to get his bearings back. He locked hands with Goku and the two struggled against one another.

They both powered up, creating a huge flash of light that let out a ripping explosion. They launched backward, but it was only Goku who landed on his feet.

"You look a little tired," Goku taunted. "It's not too late to take Piccolo up on his offer."

17 growled and readied himself to continue the fight when an unfamiliar laugh from above interrupted him. He didn't need to look up to know who it was.

"I'm fashionably late to the fight, I see," the voice mused.

Floating at least a hundred feet in the air was Cell, his snake-like tail slithering, looking for its next meal. The others had been so focused on the fight they didn't realize Cell had made his way there. The Z Fighters on the ground crowded more closely together and Piccolo got into a fighting stance. Cell descended and landed not too far from Goku and 17.

"Why, hello again Piccolo," Cell smiled. "Thank you for your delicious energy earlier. It really gave me a second wind."

17 and Goku stood at attention, suspended in disbelief.

"How did you find us?" Piccolo sneered. Cell's tail continued to click, whipping around from side to side.

"Unlike my friends here, I can read energy," he smirked. "And with all the power I felt, I had a suspicion you might be fighting the androids, making it that much easier for me to find them myself."

"What do you want with us?" 17 asked, panic in his voice.

"It's simple, really," Cell started moving toward him. "I want to absorb you."

Bulla's heart sank. She knew it. There was a reason Gero was keeping the androids around despite their disobedience. Her mind raced back to the pages of Gero's journal, of the DNA sketches and what Piccolo had said about his tail acting like a syringe for energy. Of course it made sense—Cell was capable of taking someone else's power. And if he was Gero's creation, Gero must've made it so Cell was made to absorb his other ones, like they were some sort of accessory designed to fit him specifically.

"We won't let you do that," Goku interjected. In awe, 17 swung his head back to look at Goku. Cell shrugged his shoulders.

"Well then," he sighed. "I guess I'll have to fight you for it."

Cell moved so fast it was hard to see him. He was heading toward 17, but Goku threw himself in front, blocking Cell's tail that was aimed right for 17's chest. Goku latched on, swinging Cell away from them, but a smile never left his face. The tail tensed up, the base became like stone, and Cell used it as leverage to fling Goku forward. Using the momentum, he sprung toward the fighter and coiled his tail around Goku's arms.

They landed on the ground, and while Goku still held on, Cell used his tail to throw him up into the sky. As he tumbled and braced himself to stop, Cell launched a powerful ki blast into the air. 17 remained motionless, stunned in fear. As he stood, Bulla yelled out to him.

"You have to get out of here!" She screamed. Vegeta, who was now standing next to his daughter, looked at her incredulously.

"Are you letting them get away?" He hissed. She didn't even bother looking at him.

"We can't let Cell absorb them!" her voice was tight.

Cell was quickly making his way toward 17 when Bulla saw her opportunity to step in. She launched herself at full speed between the two, blocking Cell with her arms and challenging him to a spar. He licked his lips as he swung at her head.

She powered up quickly and reached out to punch him, connecting to his face but not causing any real damage. He responded with a punch of his own, which sent her reeling. Using both of his legs, he threw himself toward her, kicking her directly into the stomach and launching her backward. Cell chuckled before he realized Goku was now back in the fray, his leg kicking Cell square in the head.

He hurled forward, catching himself before Goku swung back around with another hard kick. Cell spun, ducking his head to avoid Goku's flying fist, and used both of his arms to field a powerful blow to Goku's face. Bulla now recovered, too, and Cell fought off the both of them with ease.

He formed a ki blast right into Bulla's core, which shot her backward. She landed with a thud at her father's feet and he shook his head. She rolled over and grabbed her side before getting back up and moving toward him again. Meanwhile, Goku was trying to get another good hit on Cell but couldn't manage it.

When Bulla came back around, she thought she had the upper hand. She could surprise him with an attack to his back, disable him for Goku to get a good hit, but Cell was much smarter than that. His tail whacked at Bulla, and as she slowed, the syringe pummeled into her side. She let out a shriek as it became engorged, sucking her life right out of her.

Goku grabbed hold of the tail and tried ripping it out, and Cell used the opportunity to punch him. Cell had no intention of draining Bulla completely—she was not what he was after—but the power up from her gave him the upper hand in this fight. He flung her toward the battlefield's edge, the syringe coming out of her gushing blood, and again set his sights on 17.

17 was ready, albeit scared, and prepared for the fight. They clashed with their fists first. Cell was throwing punch after punch and 17, with a frenzied look in his eyes, managed to avoid all of them. Then Cell whipped his tail around, swinging it's syringed-tip in the android's direction. 17 sidestepped it, but it came back again.

Every time 17 moved, it swung back into him, barely missing his core. As his eyes remained on the tail, Cell managed to grab his arms and pin him down—his hands locking 17's right arm and Cell's foot securing the left. The tail hovered over 17 while Cell let out a guttural laugh. But before he had the chance to plunge it inside, Goku was back. He tackled Cell and the two went flying forward, but Cell managed to recover faster than Goku.

On the ground, 17 slowly got up, his hands shaking. Bulla, too, was recovering but unable to stand. She made one last plea to the android.

"Get out!" she screamed. "Go!"

Fear kept him frozen in place. If this was truly his destiny—truly what he was designed to do to fulfill his mission—he should have no problem accepting his fate. But something else was stirring in him now. He could taste the bile in the back of his throat as his stomach churned, and it reminded him exactly how human he really was.

Cell and Goku squared off while the others looked on. Cell swatted Goku away, grabbing ahold of his wrist and, with his other hand, forming a powerful punch to Goku's jaw. He threw his leg up and Goku managed to grab it, flipping Cell around and pummeling a fist into his back. Cell let out a lurching scream.

"Damn you!" He hissed as he collided with the ground. A ki blast formed in his hand and he shot it toward Goku, enveloping him in a bright light.

It was Piccolo who was now launching himself at Cell. He threw a punch, but it took nothing more than a quick flick of his arm for Cell to block it. Piccolo threw his other arm, and Cell caught his fist before throwing him to the ground. Cell appeared over him in a flash and kicked him in the stomach, flinging him upward. As Piccolo soared through the sky, he shot a beam of energy toward Cell.

But it had no effect. Piccolo hung in the air as he caught his breath. Cell emerged from the dust and debris with not even a scratch, his power radiating off of him. He had managed to take down Piccolo, Bulla and Goku. Cell was like nothing they had ever faced before—and faster too. He flashed in front of Piccolo, knocking him with a hard punch that sent him sailing back to Earth.

As the fight with Piccolo carried on, 18 had hurried over to her brother. She pulled on his sleeve as she begged him to go.

"C'mon!" She whispered to him. "Let's go!"

17 brushed himself off, shoving away his sister's hand before gritting his teeth.

"No," he seethed. "I will not run away like a scared child."

Once again he found himself flying at Cell, but his renewed fortitude was obsolete. A punch grazed Cell's face, but he was quicker than 17. His tail wrapped around the android and squeezed like a python sucking the life out of him. 17 choked and gagged as the weight of the tail started crushing him, sucking him of his seemingly endless supply of strength. 18 looked horrified, as did the Z Fighters.

Cell unfurled his tail, tossing 17 onto the ground as he writhed in pain. The pointed end began opening up like a funnel, sucking in incredible amounts of air. Tien, Yamcha and Krillin now tried interjecting themselves into the fight, as did a battered Goku who had emerged from a huge crater left behind in Cell's wake. But Cell let out a huge forcefield of energy, one that stunned the fighters and threw them all backward.

As the light pulsated, Cell's tail lowered closer to the incapacitated 17. The android raised his hands in a feeble attempt to stop the ever-expanding tail from coming down on him, but it was no use. The suction strengthened and 17 was enveloped inside it.

The forcefield broke as soon as the two became one. Cell's face contorted and stretched, his body heaved as he underwent a brutal and animalistic transformation. His face became more human-like, his eyes flashing blue now and his limbs looked less like a creature and more like a man's.

Rage rushed over 18 as she realized her brother was gone. Without thinking—without realizing that the same fate could happen to her—she flung herself forward, her teeth gnashing. If Cell was powerful before, he was unspeakably powerful now. He reached out his palm, directed it toward her, and let out a blast so big and fearsome it mowed her down in a matter of seconds.

Splayed out on the ground, 18 tried getting up to defend herself. Cell's new feet—now completely different from the clicking claws—inched toward her with a bravado that sent shivers down her spine.

Across the battlefield, Goku was again recovering. If Cell was able to get 18, he would be seemingly unstoppable—he had to save her at all costs. They couldn't overtake him, that was certain, but they could buy themselves more time. Unfortunately for the monster, he had unexpectedly tipped his hand to Goku.

When he arrived, Cell had mentioned he could read energy, but he also implied he couldn't read the androids' energy, just like the Z Fighters couldn't. If they could hide her away and keep their energy low, that could give them at least a few days time. What could they do in a matter of days though? How could they find a winning strategy that quickly? He scanned the field and had an idea.

"Krillin!" He screamed. His friend whipped his head up, his gaze fixated on the scene that had just unfolded. "Get her away from here!"

The bald warrior stood in shock. How was he supposed to fight Cell if Goku and Piccolo had already failed? There was no way he would even stand a chance against the creature. Before he had a chance to protest, though, Vegeta was now flying directly at Cell, his legs pummeling into the monster's side and knocking him off kilter.

"Now!" Goku screamed.

Without thinking, Krillin raced to where 18 was writing on the ground. As he scooped her up, she lifted up her hands to protest, but she was too weak to do anything about it.

"Just hold on," he told her as he launched into the air. "I got you."

They sped off into the air into the direction of Capsule Corp., and Goku let out a sigh of relief. But it was short-lived. Cell was recovered from the side attack, and was as furious as ever. With his two hands extended—one pointed toward Vegeta and the other toward Goku—he let out two powerful blasts that sent the Saiyans hurling backward. Cell quickly turned around to where 18 had been and saw she was gone.

"What is the meaning of this?" he screamed, his eyes darting to find her. As he looked to the sky, he caught a glimpse of Krillin flying away. Before he had a chance to chase, Goku and Vegeta were back, sparring with him two-on-one. They held him off for a few more minutes, but Cell easily broke each of their attacks.

Goku knew he needed to hold him off just a little bit longer, just long enough for Krillin to get far enough away that his ki was a speck mingled in with so many others. He searched for his friend's ki signature and felt it fading-he was already miles away. Just a few more minutes and…

Cell snapped his arm back, his elbow flying into Vegeta's gut and his fist into Goku's face. The two warriors staggered and Cell saw his chance to break free, floating up into the sky to see if he could follow Krillin's energy. Tien was now flinging himself toward Cell, a low growl in his voice as he shot a blast his way.

He, like the others, was no match. He sliced the blast in half and shot it back at Tien, who quickly diverted to dodge it. Goku noticed Cell was looking frantically around, searching for Krillin. It was working—he couldn't find him.

With a swift kick, Cell sent Tien back to the ground where he joined the rest of his battered comrades. He clenched his teeth, surveyed his surroundings before abruptly taking off in the general direction Krillin had fled.