"Yikes!" Krillin backed away from her.

Piccolo stared at her in shock, seeing Ocarin's new form for himself. "W-What the..." Necke fell to his knees from the strong energy that Ocarin released from her body, creating a small crater beneath her feet. Frieza turned his head, staring at her curiously as he smirked.

"Oh now, what's this?"

"Ocarin?" Necke called out to her. Ocarin didn't look at him but, kept her eyes on Frieza.

"Necke, get back. I don't want to hurt you." Piccolo heard a deep, distorted voice come from Ocarin. "Piccolo, get him away from me."

"You can't be serious! If you attack Frieza now, he's going to target all of us!" Piccolo shouted at her. Ocarin turned her head away from, looking back at Frieza again.

"I'm not going to ask again."

"Looks like we have our first runner up-" Ocarin instantly vanished in a flash before Frieza could finish his sentence and slammed her foot across his face. Frieza was sent flying and he crashed into a mountain, and it came crumbling down, falling on top of him. Everyone gasped and their eyes widen in shock.

"N-No way!" Piccolo sputtered.

"YES! WIPE THE FLOOR WITH HIM! WHIP HIS BUTT, OCARIN!" Krillin cheered. Gohan cheered along with him. However, Ocarin did not react to Krillin or Gohan as she stared at the mountain remains, silently waiting. Piccolo noticed her sudden change of demeanor. This was not the Ocarin he knew on back on Earth.

"FRIEZA COME OUT!"

A large rock began to move as it slowly lifted up and Frieza came out from the ground where the mountain was.

"You wanna play hardball, here catch!" Frieza shouted and he tossed the boulder sending it hurling fast towards Ocarin.

"Ocarin move!" Piccolo shouted. But Ocarin didn't move. The rock came just inches, and it made contact with Ocarin, slamming into the ground with a thud. Krillin, Necke, and Gohan cried out while Piccolo stood in disbelief, thinking the worse. Then a blue portal like object began to form in the center of the boulder and Ocarin phased through it. Frieza gasped as he stared at her in shock, slightly trembling in anger. "But how!?"

Ocarin flew into the air and began to channel up some of her energy and fired a large purple beam directly at Frieza. It made contact with Frieza and he struggled to deflect it back at Ocarin. The beam was knocked off track and sent spiraling out of control, now heading towards Piccolo, Gohan, Krillin, Vegeta, and Necke. Ocarin quickly teleported and reappeared in front of everyone and her hands out, knocking the energy beam upwards into the air and it exploded. A large shockwave rang out and the wind blew wildly almost knocking off their feet. Frieza quickly appeared in front of Ocarin and landed a punch into Ocarin's face, who only staggered a bit. Frieza went to deliver another strike as he tried to kick her in the side, but Ocarin stopped his attack with her arm.

She grabbed Frieza's leg and wildly spun him around and released him, sending Frieza crashing into the ground, not too far away from the group. Frieza started to get back up again and Ocarin fired rapidly multiple energy blasts, hurling them at him. As the smoke cleared, Frieza revealed to be still standing but had several cuts all over his body. Frieza twitched and glared up and Ocarin, seething as he gritted his teeth.

"What the hell are you!?" He roared furiously at her.

"Not so tough now are you, Frieza!" Vegeta laughed. Frieza turned to him. "If you have something to share, spit it out!"

"Well, you have heard about stories about Super Saiyans, but have you ever come across a deity before." Vegeta smirked smugly at him.

"No matter. I'll destroy you, just like those pathetic monkeys then I'm going to take care of all of your little friends too!" Frieza fired multiple beams at Ocarin. Ocarin shielded herself with her arms, covering her face and the beams collided into her. The smoke cleared, revealing Ocarin. The sleeves of her shirt torn off and her pants ripped, showing several cuts and burns on her arms and legs and face. Ocarin put her hands down, glaring at Frieza who laughed at her.

"Not so tough now are you!?" But he stopped when he saw the cuts and burns on Ocarin's skin, healing on their own, disappearing. "What!?" Ocarin quickly flew at him, delivering multiple punches and kicks. Frieza managed to block several of them before he was overwhelmed and was kicked around. Ocarin grabbed his tail and flung Frieza and he crashed into the ground.

"Had enough!?" Ocarin shouted at him. Frieza groaned and slowly started to get back up, narrowing his eyes at her. He blinked when he saw Ocarin started to flicker a little, before chuckling darkly.

"I wouldn't celebrate too early. Looks like you're running out of steam, princess." Ocarin's eyes widen and noticed her skin and hair turning back to normal. She panted, looking down at Frieza, tiredly. "Oh no!" Gohan cried out. Ocarin's eyes widen in surprise, seeing Frieza suddenly right in front of her face.

"Maybe you should sit down before you hurt yourself!" He slammed his leg into Ocarin's stomach, knocking her back. Ocarin gasped out in pain, and she saw Frieza quickly teleport from behind her. Ocarin quickly made a bubble and Frieza caught her. Ocarin saw Frieza smirk evilly. Oh no... Frieza kicked the bubble, knocking Ocarin away before she was being bounced around everywhere in the air like a pinball. Ocarin quickly released the bubble, and she was sent crashing into the ground next to the others. Frieza landed on top of her, slamming his foot in Ocarin's back.

"Looks like it's over. Here let me help you. You'll finally be reunited with your little friend in the otherworld!" Frieza smirked as he started to create a beam, aiming it at Ocarin's head.

"Stop!" Gohan cried out.

"Leave her alone!" Piccolo shouted. Frieza laughed.

"Don't worry, you'll be joining her soon enough!"

Ocarin groaned and she saw an energy blast hit Frieza, knocking him away from her and her vision fade to black.


Ocarin opened her eyes feeling the air starting to feel heavier and the ground shaking. She sat up to see Gohan, Krillin, Necke, and Piccolo standing over a cliff watching something. Ocarin was also surprised to see Bulma with them as well. When did she show up? "What happened?" She groaned. They quickly turned around to her.

"You're awake!" Gohan smiled. Ocarin noticed Bulma frowning at her, not saying anything.

"Is there something wrong?" Ocarin asked her. Bulma shook her head.

"No, nothing at all."

"When Frieza was about to finish you off, Vegeta stepped in." Piccolo explained. Ocarin blinked up at him.

"And where is he now?" She asked.

"Dead. Frieza beat up him so bad before Goku showed up and stepped in then he killed him. Goku's fighting Frieza now." Krillin told her. Ocarin stood up and saw Goku clashing against Frieza. There was an large volcanic eruption causing the ground to shake more. The two were moving around wildly, throwing multiple punches and kicks at each other. Frieza managed to grab Goku and started to roughly throw him around. Bulma let out a crazed cackle.

"Look's like Frieza's going to win after all!" Everyone stared at her in shock.

"Who are you?" Ocarin demanded, frowning at her.

"Yeah, you've been acting strange, Bulma. What's up?" Krillin asked her. Ocarin noticed the alien frog next to Gohan, throwing small pebbles at Bulma, trying to get their attention.

"Krillin, that's not Bulma." Ocarin told him.

"What?" Krillin blinked at her confused. Gohan, Ocarin and Krillin quickly turned to Bulma to see her smirk and slowly face them, glancing at Piccolo.

"What's the matter, guys? You wouldn't hurt a lady, would you?" She laughed evilly.

"No, but I will." Ocarin told her. "You're not Bulma."

"Look out! It's Ginyu!" Krillin warned Piccolo.

"Who?"

"It's payback time! I pick you!" Ginyu smirked at Piccolo who stared at him confused. "Change now!"

Ocarin quickly grabbed Bulma and tossed her in front of the beam before it reached Piccolo. The beam hit Bulma causing the two to switch back. Piccolo blinked confused, looking at Bulma and Ocarin then looked down at the frog at his feet who stared up at him croaking nervously.

"What just happened?" He asked.

Bulma smiled and cheered happy to back in her own body again.

"You almost got your body switched. That's Ginyu's power." Ocarin explained to him. Piccolo turned to her before they heard Goku getting slammed into the sea and Frieza pinning him under the water. Goku released a couple of energy blasts knocking Frieza off of him. He came out of the water. Goku raised his arms to the sky.

"What's he doing?" Krillin asked. Ocarin frowned until she sensed a small energy gathering above. She looked up and her eyes widened to see a large ball of energy starting to form above Goku.

"Look up." Ocarin told the others. They saw the Spirit bomb as well.

"What is that?" Piccolo exclaimed.

"That's the Spirt bomb!" Krillin shouted.

"Spirit bomb?" Piccolo asked.

"The ultimate attack. Goku was trained by King Kai. It draws energy from the planet and everything on it." Krillin explained. The ball began to slowly form, getting bigger and bigger but it wasn't enough to hit Frieza with it as Goku continued to gather up more.

"He was holding out on me. Guess he had the last laugh after all." Piccolo smirked.

They saw Frieza knock Goku down over towards the water and saw Frieza standing over him, pointing his finger at Goku, getting ready to fire.

"Quick! Give me some of your energy!" Piccolo told them. "I'm going to buy Goku some time." Ocarin, Gohan, Krillin and Necke gave their energy to Piccolo, giving him some strength back enough to fight. "Okay, that's enough. You need some for yourselves."

Piccolo quickly headed over to Goku and Frieza and kicked Frieza away from Goku. Ocarin saw Piccolo hold Frieza off as Goku tried to gather more energy for the Spirit bomb. Then Piccolo was overpowered and Frieza kicked Piccolo in the face and slammed his leg into Piccolo's side. Then Frieza reappeared behind Piccolo and squeezed one of the patches on Piccolo's shoulder hard. Piccolo yelled out in pain.

"Piccolo!' Ocarin cried out. Frieza slammed his knee into Piccolo's stomach and his elbow into the Namek's back. Piccolo fell to the ground beside Goku.

"Goku, please tell me you're done." He groaned. Goku gritted his teeth. "It's not enough yet!"

"Just throw the damn thing will you!" Piccolo shouted. Frieza landed next to the two, smirking. He pointed his finger at Piccolo getting ready to finish him off. Ocarin quickly teleported over to them and slammed her foot into Frieza's face, knocking him away from Piccolo. Frieza growled and stood up, glaring at her.

"I've just about had enough of you!" He shouted, furiously. Then Frieza was attacked from afar by several energy blasts. Piccolo, Goku and Ocarin, glanced over to see Gohan, Krillin and Necke. Ocarin fired another blast at Frieza but he flew up above them and started to gather large amount of ki getting ready to launch it at the three. Piccolo stood up.

"Goku, throw it will you!" Ocarin shouted.

"It's not ready yet!" Goku shouted back at her. Frieza was about to fire his attack at them.

"Goku! Throw it!" Piccolo shouted. Goku looked up to see the Spirit bomb was finished and quickly brought his hands down. The ball came down fast, dropping on top of Frieza who now noticed it. He tried to hold it back, but it was too strong. Goku, Piccolo and Ocarin quickly dived to the ground for cover. Ocarin felt Piccolo land on top of her as he covered her with his body. The bomb hit the ground and it exploded, creating a large shockwave, taking out several islands nearby. As the blast subsided, Gohan, Krillin and Necke looked out in worry as they didn't see Ocarin, Goku or Piccolo anywhere.

"Do you think they're alright?" Gohan asked worried.

"I don't see them!" Necke shouted.

"Come on, let's go look." Krillin, Gohan and Necke weakly flew over to where the three were last seen until they spotted Piccolo crawling out of the water carrying Ocarin and pulling Goku out of it. They were relieved to see that Frieza was nowhere to be seen. He must have been destroyed by the blast.

"There they are!" Krillin shouted.

"They made it!' Gohan cheered. They landed down next to the three and cheered, celebrating that Frieza was gone.

"I guess now we can get back to Earth!" Krillin smiled.

"Now, Guru and all of the Namekians can finally rest easily knowing that Frieza is gone." Piccolo said. Ocarin blinked at him.

"Uh, you do know that the Dragon balls are back, right? We can wish them back!" Everyone stared at her surprised.

"Oh right! We can wish them back to life again!" Gohan shouted.

"Then let's do it!" Goku grinned, getting up.

A shot rang out in the air and Ocarin was hit by a blast of purple energy. It went through the right side of her chest. Everyone gasped in horror when they saw Ocarin limply fell to the ground with a thud.

"No." Piccolo stood frozen his spot and dropped down to his knees, staring down at Ocarin. She didn't move. "This can't be...This can't be happening!"


Back on Earth, Kami had sensed what had happened on the Lookout. He let out a gasp and gripped his staff tightly in his hand. Mr. Popo who was standing behind him, looked at the guardian in concern.

"Kami, what's wrong? What has happened?" He asked, worried.

"Ocarin is down. Frieza got her." He told the genie. Mr. Popo's eyes widened.

"Oh no! Please not her!" He shook his head. Kami quickly turned to him.

"Mr. Popo, listen to me and do exactly as I say. I need you to gather the Dragon balls for me." He told the genie. Mr. Popo quickly nodded his head.

"Yes! Absolutely! I will get them right away!"


Necke ran over to Ocarin, shaking her.

"Ocarin! Get up! You're not dead! Please, get up!" He cried out. Gohan shook his head in disbelief.

"No! Ocarin!'

Krillin looked up and his body began to tremble in fear. Goku noticed and looked over to where Krillin was looking at. So did everyone else. They all gasped in shock to see that Frieza was still alive and had survived the blast from the Spirit bomb!

He stood over them, glaring down at them all.