Trunks quickly went to Krillin, taking out a Senzu bean, and put it in Krillin's mouth. Despite the fact that Krillin did something phenomenally stupid, Trunks wasn't about to let him die.

As Trunks tended to Krillin, Vegeta descended and touched down by Cell. "Congratulations, you took down a weakling. Don't tell me that after all this that's the extent of you power. Maybe I shouldn't even bother and just go home."

Cell looked over at him, and said, "That's too bad, Vegeta. Destroying you would be a good warm up for me."

Vegeta grinned. "Is that so?" Cell and Vegeta then got into fighting stances and powered up.

Krillin woke up and regained consciousness. "You're okay," Trunks said in relief. "I was afraid you might be too far gone."

As Krillin got back up, he was staring over at where Cell and Vegeta were. "This isn't good," Krillin said. "Vegeta's done for."

"What do you mean?"

"I may not be a Super Saiyan, but I can tell when someone is holding back," Krillin told Trunks. "That kick he gave me was nothing more than a light tap. He's hiding most of his power right now, and he won't need it to take on Vegeta."

"Are you sure?" asked Trunks, as Vegeta and Cell continued their grandstanding.

"Yes." Krillin looked at Trunks. "And I know you are too."

Surprised, Trunks asked, "You can tell?" Krillin nodded. Trunks didn't reply and looked towards the fight. Even though he had done all he could earlier to stop Cell from absorbing the cyborg, it no longer mattered if he took his time. The damage was done.

Vegeta started things off by closing the gap and throwing some strikes at Cell, but Cell managed to block all his attacks. Seeing that Cell got stronger after all, Vegeta charged forward again throwing a volley of attacks at him. He managed to push Cell back with a series of punches, while Cell simply held his arms up to block everything. As Cell continued to toy with Vegeta, who continuously thought that he had the upper hand.

"Trunks, if you have all this power stored away, why haven't you used it to take out Cell yet?" Krillin demanded.

But Trunks glared at him, making Krillin reel a bit. "I don't know, Krillin, why didn't you use the remote on the cyborg when you had the chance?" he shot back. When Krillin didn't have a good response to that, Trunks went on, "Look, I didn't want to upset my father by showing him that I managed to surpass him, so once Cell defeats my father I'll step in." He angrily looked on as Vegeta and Cell continued thrashing around the island. "And besides, I don't think Cell beating some sense into him is the worst idea."

"Hate to break it to you, but I doubt the universe is capable of delivering anything that's strong enough to humble Vegeta," Krillin skeptically said.

No matter what hit Vegeta managed to land, or what energy beam managed to hit its target, Cell was absolutely unfazed by everything he threw. Vegeta became increasingly infuriated at how Cell wasn't taking their fight seriously. When Cell told Vegeta that that was enough of a warm up, it angered him even further. Eventually Vegeta was able to kick the side of Cell's head, but he was shocked to see that it caused no visible damage.

When Krillin implored Trunks to go and help get rid of Cell, Trunks once again refused.

Finally, Vegeta had enough. His Super Saiyan glow began glow even brighter, he let out a loud, prolonged yell as he started to power up and rise into the air with his arms and legs spread out. A crater formed beneath from the amount of power he was unleashing, and shade was thrown over the scene as the clouds began to gather towards him. Krillin and Trunks stared on in shock, and even 16 from the place where he was laying broken was amazed at what was transpiring. Vegeta's yelling continued, he continued to gather power, and his muscles bulked up even more than they already were.

Vegeta then put his arms out in front of him, the heels of his palms together, as his power started to form into lightning. As the wind kicked up dust and rocks, Vegeta shouted, "Cell! If you really want to test your new strength then stay right where you are!" Grinning, Cell stood his ground, while Krillin and Trunks quickly began backing away. "Final Flash!"

A tremendous beam of energy shot towards Cell, engulfing him and the island. The giant beam shot off into space and disappeared. When the dust stared to clear, Trunks realized that his father had actually known what he was doing, and focused the blast on Cell. Cell then reappeared, the right side of his body blown away, and he was seemingly surprised that Vegeta had hit him. Vegeta, meanwhile, began laughing at his misery—even Krillin and Trunks were elated at his apparent victory.

"Fool." Cell suddenly dropped his façade, causing Vegeta to stop laughing. "Have you forgotten? Piccolo's cells are a part of me." Vegeta stood there in shock as Cell yelled and regrew his right arm, good as new. "Impressed?" Walking forward, he asked, "Shall we continue?"

Vegeta started letting off barrage of energy blasts at Cell, who walked through it without flinching. When Cell got to Vegeta, he punched him to send him flying back. As Vegeta struggled to get back up, Cell kicked him up into the air. Cell flew up past him and elbowed him in the back to send him crashing back down on the ground. Face first in the dirt, Vegeta's Super Saiyan glow went away as he lost consciousness.

"Well?" Krillin demanded. "Are you going to step in yet or are you going to let him die?"

But Trunks had already started to power up. Fists clenched, Trunks' became brighter, his muscles got bulkier, and his hair turned even spikier. A large amount of energy was being built up inside of him; so much so that it some of it spilled out of him and actually shocked Krillin. On the ground Cell was about to finish Vegeta off, when he felt what was happening and looked up at Trunks, surprised at how much more stronger he had become.

Once Trunks' transformation to Super Saiyan grade 3 was complete, he told Krillin, "Here, take this and give it to my father." He tossed Krillin the last Senzu bean.

"Are you sure you won't need it?" Krillin asked.

"I'm not planning on needing it." Trunks descended to the ground, and Cell forgot about Vegeta and went to meet him face-to-face. Taking advantage of the distraction, Krillin went down to where Vegeta was, picked him up, and flew him away from the battlefield.

"Don't care that your prey got away?"

"Hardly," Cell replied. "And with them not around you won't have a need to hold back, will you?"

"That's right." Trunks started to power up again as Cell looked on. "And I'm going to kill you!"

"Bold statement. But word of advice—power isn't everything," Cell said with a grin. "Go on. Keep powering up. Let's see if you can back that up."

"Gladly." Trunks began howling again, and continued building up his power as Cell looked on with a smirk on his face.

On the edge of the lookout, Gohan said, "Wow! He's even stronger than Vegeta! With that kind of power Trunks should have no trouble taking out Cell!"

Goku and Piccolo, though, exchanged a look. "Let's see how this plays out first," Goku said uncertainly.

"What's that supposed to mean?" Bulma asked worriedly. "If he's really that much stronger he should be okay, right?" When no one answered her, she looked on, hoping that Trunks would be okay.

Trunks charged in and punched Cell. As Cell was moved back, he touched down, and then sprang up into the air with a smirk on his face. Trunks flew up in the air to meet him and stop just short of him to deliver a barrage of blasts at him. When the smoke cleared and he saw the Cell vanished, Trunks wondered what happened, but was then hit from behind when Cell reappeared. Managing to stop himself before hitting the ground, Trunks flew back around to strike at Cell's back and then sped off in front of him to punch him in the face.

After exchanging some meaningless banter, they threw themselves at each other and ended up locking hands, as one tried to overpower the other. Cell then head butted Trunks, causing him to fall back. But Trunks just flew back at him and head butted him back. After landing several punches on Cell, Trunks powered up a shot and blasted Cell back down to the ground.

Cell got back up as Trunks descended upon him. "I'm impressed, Trunks," said Cell, now smirking. "In terms of raw power you—" He was cut off by Trunks closing the distance and punching him. Trunks had enough of the way things were being drawn out, and he was determined more than ever to finally finish Cell. Seeing that Trunks was tired of exchanging words, Cell decided to stay silent as Trunks came in for his next attack.

Cell dodged him easily. Surprised, Trunks kicked at Cell, but he got out of way of that too. Trunks kept on the offensive, not giving Cell the chance to counter, but all of a sudden Cell was avoiding absolutely everything he threw. When Trunks ran out of steam and stopped so that he could catch his breath, Cell said, "As I was saying: you have me beat in terms of raw power, but you'll never beat me in that form."

Trunks didn't respond, and instead began to power up once again with Cell just standing back and letting him.