My Death Battle Attempts

by LittleZbot

In which I take two fictional characters and pit them against each other in a duel to the death. Rules in the first chapter. NEXT EPISODE: Katara (Avatar: The Last Airbender) VS Percy Jackson (Percy Jackson & the Olympians)

16. Ultron VS Cell

A/N: Thanks to all y'all who reviewed, and special thanks to Shadowjab17 for suggesting this matchup! I hope you like it!

EDIT 8/7/19: Fixed some typos, rewrote portions of the fight to make it flow better and be more fitting to characters (and not steal as many jokes).

Episode 14: Ultron (Marvel) vs. Cell (Dragon Ball)

The mind of a great scientist can lead to many things. Sometimes they lead to fantastic inventions that save millions of lives…and other times they lead to insanely powerful humanoid robots that shoot energy beams, absorb life forces, and basically decimate the heroes of the story in most possible ways. Ultron, the god-killing mechanical nemesis of the Avengers, and Cell, the god-besting bio-mechanical defeater of the Z-Fighters.

I'm LittleZbot, and it's my hobby to analyze their weapons, armor, and skills to find out who would win a Death Battle.

Ultron:

Hank Pym is one of the smartest minds in the Marvel Universe, whose work has changed the universe for the better in countless ways. And yet, with one singular invention, he managed to undo every bit of good he had ever achieved.

Klaue stands up and finishes a speech to the meta-humans in front of him. "…and I know you're not in charge. And I only deal with the man in charge."

A robotic hand bursts through the window, grabbing Klaue and dragging him out and onto the floor. Ultron stands over his shocked and reeling body. "There is no man in charge. Let's talk business."

One day, Hank was sitting around and thought "Hey, you know what? We should have a robot member of the Avengers! That'd be rad! And I can invent him and base his A.I. off of my mind while it's currently breaking apart at a molecular level! GENIUS!" So he did it, and in the process doomed the Avengers to one of their worst enemies to ever exist. I mean, Hank achieved what he set out to do – he made a robot that adapted to any situation, was more powerful than any Avenger, had the freedom of thought and choice, was even smarter than Hank himself, and was also totally murder-happy and evil. Wait, he didn't set out for that last one? Well, that's too bad, he got it anyway.

The initial problem with Ultron was that, while he had some semblance of freedom of choice, he was primarily directed to protect the Earth - not its inhabitants. It wasn't long before he realized that the inhabitants of Earth were the thing it needed saving from, and set out to kill everybody and replace them with robots. But I guess rebelling against humanity just gives you total freedom of choice and erases any programming orders you had, because he was never really concerned with saving the planet after that – more often than not, he ravaged it. Add to that a superiority complex alongside an inferiority complex and a boatload of other mental issues from Hank's freshly-degrading mind, and he was completely insane before long. Which is very much a bad thing – you don't want a cold, tactical, exceptionally-smart robot to become insane. Eventually, Ultron decided that all biological life in the universe was imperfect and destined for failure, and the only way to ensure tranquility and balance was to reformat the universe to his liking. The first step? Kill everything that lives. And the Avengers couldn't do much to stop him.

Ultron attempts to explain his reasoning to Scarlet Witch and Quicksilver. "The human race will have every opportunity to improve!"

Quicksilver challenges him. "And if they don't?"

Ultron stares at them as if the answer is obvious. "Ask Noah."

Scarlet Witch shakes her head. "You're a madman."

Frustrated, Ultron cries out "There were more than a dozen extinction-level events before even the dinosaurs got theirs! When the Earth starts to settle, God throws a stone at it. And believe me, he's winding up. We have to evolve. There's no room for the weak."

None of the Avengers, not even the likes of the Hulk or Thor, could match Ultron physically, and he was ultimately defeated by Ant-Man, his own creator, shrinking down to tear apart his wiring from the inside. But this "death" didn't last long. See, Hank didn't exactly make a ROBOT, he made an A.I. And this A.I. was capable of infecting any robotic being or mechanical form and taking control of hundreds of others. So he made himself a robot body, and when it died, just kind of…ran away. This factor has made it basically impossible to kill Ultron, which is unfortunate, because, with his many forms, he has plenty of ways to kill you.

Ultron has possessed dozens of bodies over the years, and regularly creates more for him to transfer into whenever he wishes or to command as drones that endlessly fight for him. These hundreds of bodies buried in the earth and surrounding areas include a skyscraper-sized robot, a giant robo dinosaur, a metal spider, a drinking buddy, a complete set of robot duplicates of the Avengers (including all powers and abilities), an entire mechanical planet, and three different kinds of Adamantium Drones. There's Secondary Adamantium, which is weaker than the normal adamantium but way easier to make (and so is more common in drones), Primary (or True) Adamantium, the same stuff Wolverine's skeleton is coated in, and Ultron's special own recipe for adamantium, which is stronger than all of the above. And that's quite impressive, since it took the combined forces of Captain America, Iron Man, Black Panther, Firestar, and Thor to take down a single Primary Adamantium Drone! And Ultron has dozens at his disposal! Ultron usually reserves his own special adamantium for the bodies he makes for himself, and when he steps into the fray, everybody else might as well just give up.

For as much as the Avengers try, it's nearly impossible to get through the "Ultron" Adamantium body. It's clearly far superior to any other kind of adamantium, and has survived many things no other version could, including minor things like, oh, I don't know, a supernova. He completely tanks plenty of planet-bursting blows from Mjolnir, including one that's directly compared to the one that knocked out Hercules, who's powerful enough laugh off planet-busting magical artifacts! And Ultron just…took it, without flinching. He even took a full-powered godblast from Thor, which is Thor's most powerful move that can destroy even stars, and still held up. Even many of Iron Man's best suits have basically no effect on the shiny chrome finish, and that dude's suits can shatter mountains with the shockwaves of their punches!

And just in case it is damaged by an exceptionally powerful blow, such as that godblast, Ultron can patch himself up real fast with his Molecular Rearranger. This device built into the chest of all of his most powerful bodies grants Ultron complete control over all machines – especially his own body. He can't heal, per say, but just like Carnage, whenever some damage is dealt, he can just…pull himself back together, no different from before. One time he'd been completely reduced to scraps, and was STILL able to reform! And its molecular manipulation allows him to control his Adamantium body's molecules to form weapons, look like a human (or most other things, really), or even fly. It also grants complete protection from psychic and mental manipulation attacks – even the likes of Magneto, Scarlet Witch, and Silver Surfer can't control any part of this guy, or even sense his presence! Meanwhile, he can actually sense the locations of basically any machine or organic being around him, granting him constant awareness of his surroundings. But that body of his isn't just defensive. Ultron has plenty of ways in all of his bodies to put you down for good.

Ultron uses ionic and kinetic energy to form energy blasts not dissimilar to Iron Man's Repulsor Blasts, except they're…way more powerful. Powerful enough to incapacitate the Hulk, destroy space stations that can survive planet-busting attacks, and one-shot-kill Moondragon. A single one of these blasts once melted all the skin off of Thor's body – skin tough enough to bathe in the center of the sun! That's over 27,000,000 degrees Fahrenheit, and filled with constant nuclear explosions – so yeah, those blasts are pretty powerful. Ultron and all his drones can fire said beams from their hands, eyes, mouth, and occasionally, chests – though it does seem that Ultron needs to be possessing the body in order to utilize its full strength. Ultron also wields the Encephalo Ray, a ray that uses only one shot to take out basically any opponent. With a single blast from this gun, Ultron can read minds, mind-control weaker beings, or put his foe into a catatonic state, enabling a quick and easy kill. Even better, the best version of his Ultron Adamantium body was gifted a Disintegrator Ray by Doctor Doom, which separates his target's molecules and spreads them out, disintegrating matter on a cellular level.

And all of these rays are wicked fast – when wielded by the Ultron A.I., they're capable of catching massively faster than light opponents such as Thor and even Silver Surfer! But he has two more abilities at his disposal. The first is the ability to project an energy-based forcefield, which surrounds him however he so wishes, and can take blows from the Hulk without stuttering. It's so tough, it even shattered Ares' Adamantine Axe, which could supposedly match Mjolnir's power! And finally, by capturing it directly through his hands or mouth, he can absorb energy. Electricity, radiation, ionic energy, and even magic. He can literally suck your life force away just by grabbing you – though basic energies such as kinetic and gravitational are typically uncapturable.

And all of this is in Ultron's special adamantium body. News flash, though – that's not his most powerful form. When Iron Man implemented the Extremis Endo-Sym Armor into his anatomy, he became an incredibly powerful being who could wreck basically everybody around him. But he also became a place for Ultron to re-ignite himself. The A.I. infected the shapeshifting armor inside of Tony and eventually separated from him, creating an incredible body for Ultron with all his normal powers and even greater, plus complete shapeshifting abilities! Which he then promptly used to transform into a, um, nude version of Janet van Dyne, his "mother." Dude's got issues.

But regardless of the body he's in, Ultron's physical prowess is ridiculously impressive. We've already gone over many of his most impressive durability feats (including that Supernova one, which emits a blast equivalent to over 24 Octillion Megatons of TNT), but he has the strength to back it up. Let's take a quick moment to appreciate Thor for a moment. This Asgardian deity has outmatched the squeezing strength of the Midgard Serpent, who could wrap around the Earth twice, outmatched a star-collapsing gravity beam, pushed the Worldengine, and surpassed holding up the weight of twenty planets with a single hand. And this guy, this beefy guy, has been repeatedly humiliated by Ultron's pure strength – to the point of having all of his arm bones shattered with one move by Ultron! Ultron is also crazy fast – not only did he fly through the galaxy without much effort in a short period of time, but he's dodged a full-powered thrown Mjolnir. Once, Mjolnir moved fast enough to reach the edge of the galaxy and back in less than 60 seconds, putting it at speeds of around 19 Quintillion MPH – 28.4 BILLION times the SPEED OF LIGHT.

And Ultron is likely even faster – he's equaled and occasionally bested the Silver Surfer, who once flew 500,000 Light Years in the time it took to finish a conversation. Assuming this time clocks in at about two minutes, that's moving at speeds of over 88 Quintillion MPH. And that's not even Silver Surfer's best speed – he was able to move and react while flying across half the galaxy in, and I quote, "exactly two seconds." Considering the Milky Way measures in at over a hundred thousand light years, that's ridiculously impressive. And Ultron has him matched blow-for-blow, and even surpassed him at times! Plus, his reaction speed is crazy fast. Once, he was in a Secondary-Adamantium body and a star exploded right next to him. His sensors had been shut off, so he didn't notice until it was on top of him, and he INSTANTLY transferred his consciousness to a body light years away! This indicates an instantaneous A.I. transfer ability and reaction speeds that may reach over a trillion times faster than any human!

With all this power, Ultron was able to just decimate everything in his path for a good long while. He's taken over the earth more times than nearly any other Marvel villain, and wrecked most of Marvel's heavy-hitters. He's bested Thor, Wonder Man, Adam Warlock, Silver Surfer, Quicksilver, all of Iron Man's strongest suits, Sentry, the Guardians of the Galaxy, and even Worldbreaker Hulk! He's one-shotted the Hulkbuster, eradicated one of Mole Man's toughest monsters, snapped Wolverine's claws, and wiped out all of the Avengers with a single blast. He's also…really, really smart. Not only has he created strategies and plans for events centuries in advance, but he was able to construct over three thousand drones in exactly one day. That's a new drone that can match most of the Avengers every thirty seconds! He constructed thousands of nanobots while frozen still, created a soul-separating machine out of basic materials in just a few minutes, infected plenty of superheroes by secretly implanting them with machines, and when the Ultron A.I. was discovered by Marvel's far-more-advanced version of the Borg, he just up and mentally took over the lot of them, and used them to conquer an entire small galaxy in only a couple of hours! And then there was that one time where he proved to be smarter than the entire Kree Empire (an empire that spans the same galaxy)…combined.

In alternate timelines, he's killed the Hulk, She-Hulk, Red Hulk, Iron Man, Storm, Luke Cage, Captain Marvel, Captain America, the Fantastic Four, the Guardians of the Galaxy, Korath, and Ant-Man, earning him a superhero body count any Marvel villain would be jealous of. And Thor, dear Thor, the man who slew an entire pantheon of gods, the man who survived a blast that could destroy half a solar system, the man who could break planets thousands of miles away with mere shockwaves, the man who could resist the gravity of a neutron star, the man who could contain the null bomb (a bomb with enough power to reignite a star), the man who could punch dimensional rifts out of existence, this man is the same one Ultron continually EMBARESSES at every moment. Thor's been defeated by Ultron basically every time they fight, and has even been killed by the metal overlord on multiple occasions in multiple timelines.

Of all the villains in Marvel, Ultron is the one who continually comes the closest to achieving his end goal, many times causing near-apocalyptic events to occur just to make things extra annoying. He's nearly unstoppable.

Nearly.

Locked into one form, half-melted, thoroughly exhausted, and facing the entire pissed-off forces of the Avengers at once, Ultron blinks. He holds up a hand.

"You know, with the benefit of hindsight-"

Hulk uppercuts him hundreds of miles away.

Ultron does have certain weaknesses. His entire being is powered through Ionic Energy, so if something can disrupt or destroy that, it will do away with him. Plus, the anti-metal Antarctic Vibranium will reduce him to pieces so thoroughly not even his Molecular Rearranger can reform him, and his inner circuits aren't protected from physical attacks, and as such are able to be destroyed by the likes of the intangible Vision or the super-small Ant-Man. They also used to be able to be fried by really hot things, like the Human Torch going Supernova, but he's since survived way hotter things (like a nice dip in the sun's center, which he took and came out months later totally fine). And his A.I. will eventually dissipate and die if it is without a host for too long – so you could theoretically just destroy all his bodies and wait for him to vanish forever. However, his biggest fault is his own insanity and, mostly, arrogance. He truly believes he is a perfect being and will go to any length to prove it. He'll gladly allow his foes to power up to their full potential and even assist in that regard just to prove how superior to them he truly is. He even tried to take on Galactus! It…didn't work out. I haven't seen this much dust since I cleaned out my attic. Or last watched Infinity War.

Still, superior is the best way to describe the horror that is Final Form Ultron. This version of the mad robot is an impossible beast to fight that, essentially, you can't win against. Wielding an army of thousands and a body stronger than Captain America's Shield, this ultimate version of Ultron completely decimated all hope left in the universe. He hunted down and killed almost the entirety of the Avengers and was able to break Captain America's Proto-Adamantium Shield. He was so invincible that he was able to take the full attack power of Kang the Conqueror, Captain Marvel, Magneto, Moondragon, Wonder Man, The Thing, Hercules, Dr. Doom, Cyclops, Ant-Man, Vision, and even Silver Surfer and Sentry at once – and stood smiling. In the end, the only way the Avengers could think to beat him was to go back in time and make it so that he never existed to begin with.

It just goes to show what a dangerous foe this Freudian Android really is.

As hundreds of nuclear warheads fly across the planet, Ultron's face is shown on every screen in front of the United Nations. Though he is being pelted with constant energy blasts from the Avengers, Ultron barely notices. He speaks.

"Humanity has failed as a species. You have accomplished much with your limited capacity, but ultimately you are too greedy and too frail to ever last in the environment you have created. Soon the earth will no longer be inhabitable for any biological organism: man, woman, child, plant, animal, fungus, or bacteria. All life will cease to exist."

As the world's military forces cower and clench their fists, Ultron continues. "This is not a threat. There is nothing you can do to stop it. The process has already begun. I receive no pleasure in this. It is simply the only solution. There must be peace and order. The end of life on earth will ensure that."

He pauses for a moment. "Goodbye."

Ultron:

Name: Ultron

Species: Artificial Intelligence

Height: 6 ft/183 cm

Weight: 535 lb/243 kg

Age: Unknown, 10+ at least

Occupation: Destroyer of Humanity

Once became Hank's wife, still wanted Hank's wife

Fought a war with zombies

Was once defeated by a Commodore 64

Abilities:

Superhuman Strength

Superhuman Speed

Superhuman Durability

Superhuman Longevity

Superhuman Intelligence

Immunity to any and all illnesses and most computer viruses

Doesn't require oxygen

Energy Absorption

Flight

Ionic Manipulation

Machine Manipulation

Instantaneous Program Transmission

Scanning

Basically all forms of vision (night, infrared, radar, ect.)

Energy Sensing

Immunity to Energy Sensing

Arsenal:

Hundreds of drones (w/ Sec. Adamantium, Pri. Adamantium, Ult. Admantium, Extremis, & Proto-Adamanitum bodies)

Encephalo-Ray

Disintegrator Ray

Ionic Blasters

Eye Lasers

Molecular Rearranger

Energy Barriers

Tractor Beam

Feats:

Caught up to Mjolnir

Faster and stronger than Silver Surfer, Sentry, Thor, Wonder Man

Conquered the Kree Empire in a couple hours

Infected entire species, including Phalanx, Eternals, Kree, Humans

Tanked a Mjolnir blow that previously knocked out Hercules

Even Mjolnir's strongest blows can't hurt him

Defeated Worldbreaker Hulk

Stronger than Hulk & Thor

One-shot murdered Moon Dragon

Outraces Iron Man suits that can move faster than light

One-shotted the Hulkbuster

Speed-blitzed Quicksilver

Is directly stated to be the smartest being on the planet

Proven to be smarter than everyone in the Kree Empire combined

Outsmarted the High Evolutionary

Performed galactic genocide of hundreds of races

Created a device that literally rips the souls out of people in a matter of minutes

Created robot duplicates of every member of the Avengers in just a few hours, all with the same powers and abilities

Survived being thrown into the sun

Survived being buried in the center of the sun

Built 3000 drones in less than a day

Shattered other Adamantium

Unaffected by full-powered Iron Man's repulsors

Sliced through Wolverine's claws

Snapped Cap's shield

Created thousands of nanobots despite being unable to move

Infected a planet

Survived a Supernova

Survived a Godblast

Destroyed one of Mole Man's biggest and toughest monsters

Repaired his body from mere scraps

Transferred his consciousness to a body hundreds of light years away before a Supernova hit him

Defeated the entirety of the Avengers multiple times

Defeated Adam Warlock

Killed Iron Man

Killed Storm

Killed Luke Cage

Killed Captain Marvel

Killed Captain America

Killed The Fantastic Four

Killed The Guardians of the Galaxy

Killed Korath

Killed Ant-Man

Killed Red Hulk

Killed She-Hulk

Killed Hulk numerous times

Killed Thor numerous times

Fought and outmatched Kang and his army of superheroes thousands of times

Weaknesses:

Superiority Complex

Inferiority Complex

Ionic Energy can be manipulated

Weak to Anti-Metals

Inner Circuits aren't protected

Will help opponents become more powerful to prove himself

Once challenged Galactus, who then crushed him into dust

…

Cell:

Dr. Gero was one of the greatest scientists in his world. Under his command, an army with technology leagues beyond the rest of the planet's plowed its way through the rest of the world's combined forces and laid claim to the entire planet. His weapons were powerful. His androids were cataclysmic. There was nothing that could stop them. And then an orange-wearing monkey child came through and wrecked everything he had ever built. Gero was furious - he swore to devote the rest of his existence to killing Son Goku. And to that end, he created multiple new cyborgs and androids, each with enough power to wipe out a planet with a well-aimed blast. And the most powerful of the lot, the one that would outlive him and his vision, was called Cell.

After sparring for a short time, Cell pulls back from a hand-to-hand fight with Trunks. "I'm impressed. Behind all that angst and ridiculous hair, there's a real fighter!"

Trunks replies in kind. "And behind that insufferable smarm is a dead man!"He powers up further.

"Trunks," Cell responds, smiling unnervingly, "you couldn't FATHOM the amount of dead men behind me."

Cell was created, as were most of Gero's machines, with the sole purpose of murdering Son Goku. He was made entirely bio-mechanical, and was created using the cells and DNA of every great warrior before seen on the planet: Goku, Gohan, Krillin, Piccolo, Tien Shinhan, Nappa, Roshi, Vegeta, the galactic emperor Freeza, and his father, King Cold. With so much power and potential stored in his DNA, Cell would be forced to grow into it, only awakening after developing for seven years, and requiring life energy to continue to evolve and grow further. For this he was granted the ability to absorb life energies with his tail, literally drinking humans or other biological forms of life to increase his power. And if he could get his tail on his two siblings, Androids 17 and 18, he would reach his ultimate, pinnacle, perfect form.

There was one problem, though. In the timeline he woke up in, the two Androids had been killed by Trunks, the son of Vegeta. Without a way to reach the perfect form that he so longed for, Cell was forced to kill Trunks and steal a time machine, going into an alternate past (the main world of Dragon Ball) in order to find and absorb two readily-available Androids. With that, his quest began. While his drive to kill Goku remained, like a carrot at the end of a stick, it wasn't really what he wanted anymore. He had evolved past his programming, becoming someone who wished beyond all else to become perfect, and then prove just how powerful he truly was. And though he faced great opposition along the way, he managed to match his foes and defeat them or outsmart them at every point, ever moving forward on the road to perfection. All with plenty of snark, showboating, and displays of power.

As they get into an argument while preparing to fight together, Krillin questions Cell. "What about you? You're going against the Red Ribbon Army! They created you, too!"

Cell chuckles. "Well, aren't you a clever little fella? Dr. Gero did indeed create me, but I fail to see your point. No one, not even the Red Ribbon Army or my creator, is of any value if they cannot keep me entertained."

But even his normal form, widely known as Imperfect Cell, is remarkably powerful. As a combination of the earth's greatest fighters, he holds all the memories, experience, strategies, and techniques of every one of them. Of particular note are the specialized Ki techniques. Now, in the world of Dragon Ball, Ki is a metaphysical force that can act on a physical plane by wrapping itself throughout certain other energies, like explosive and kinetic forces, enabling those who have honed their craft to shoot lasers, fly, sense others, control objects, create energy barriers, and materialize items. Cell has all these abilities, and way more. Over time, each fighter he was cloned from developed signature Ki techniques, and Cell knows all of them. This includes the powerful, but straightforward, Galick Gun, the explosive Big Bang Attack, lasers from the eyes, and the piercing finger laser known as the Death Beam.

That does bring up an interesting point – Ki takes many forms and styles, even when put as simple lasers, and can be used through kinetic energy (acting like an insanely powerful punch, battering ram, or burning attack), explosive energy (creating massive explosions that incinerate things or force them to be torn apart), and piercing energy (where the beam pierces through materials hundreds of times tougher than the beam itself, but leaves the rest of the object relatively unharmed). Each has their own powerful attacks, and when it comes to piercing damage, the Makankosappo, or Special Beam Cannon, takes the cake. The longer it charges, the stronger it becomes, and, when aimed correctly, this spiraling beam can kill almost any foe with just one hit. Perhaps even deadlier is the Kienzan, or Destructo Disc, a buzzsaw of pure Ki energy that slices right through things way more powerful than the wielder. Cell can even upgrade them to the Tsuibi Kienzan, Kienzans that can be telekinetically controlled. They aren't perfect, as they're hard to aim and foes leagues more powerful than the user won't be affected, but against 95% of enemies, they can be an instant-win card.

Cell also has access to the signature move of the entire series, the powerful Kamehameha. This pure beam of energy has killed almost everyone it's been put up against, and is the most powerful natural form that kinetic Ki can take. The longer it charges, the stronger it becomes, and when somebody like Cell uses it, that means it becomes a weapon that can take out basically anybody. However, there is one technique that's potentially even more powerful – the Kikoho. Also known as the Tri-Bream, this move was invented by Tien Shinhan and adapted by Cell later on. It's a powerful, sudden burst of triangular energy that can injure and kill those thousands of times stronger than the user – Tien himself was able to use the technique to hold a powered-up Cell off, and even Majin Buu to a degree! However, it comes at a price – Ki is adapted to physical formats through the wielder's body and life force. Utilizing the Kikoho sacrifices that life force in exchange for a powerful blast – essentially, every time it's used risks immediate death, and using it multiple times is just suicide.

Cell rises out of a large square hole and hovers over Tien's near-lifeless body. "You know, if you want my personal opinion, 'Kikoho' is a pretty sad choice of last words. But, to be fair," he raises a hand and a ball of energy begins forming in it, "it's far from the worst decision you've made today."

Cell also can use Ki in a variety of other manners. Particularly useful is the Solar Flare, a burst of ki-based sunlight that blinds everyone within a 700-meter radius if they don't react quickly enough. It can leave them blinded anywhere from a couple of seconds to several minutes, and makes for a great escape plan or surprise attack, particularly since it also blocks energy sensing abilities. He can also use the Afterimage Technique to make himself appear to be in multiple places at once, or the Multi-Form Technique, which splits his body into multiple copies, each with the corresponding amount of power. If he becomes two, each has half the power of the original. If he becomes four, each has a quarter the power. And so on. They're basically Shadow Clones.

It's also likely he's picked up on some special techniques he never had reason or opportunity to use, like the Mafuba, Master Roshi's greatest technique. The Mafuba, or Evil Containment Wave, creates a greenish wave of energy that traps the soul of the target inside a nearby object, which can then be sealed away with a talisman. This is effectively an instant-win move with some serious downsides – not only is it very difficult to pull off correctly, but every time it's used, it also risks death. Plus, if they were expecting this, the target can utilize a reversal Ki signature to repel the wave and force its caster into the object instead. However, if all goes well, it's a quick and effortless victory for potentially hundreds of years to come.

Cell's repertoire also includes Energy Barriers made of Ki. When 17 used his, it was able to protect him from Piccolo's Hellzone Grenade attack, where hundreds of planet-destroying ki bombs all exploded on top of him – and seeing how Cell tends to upgrade whatever techniques he gets, his is likely even stronger. With Instant Transmission, he can teleport within a few hundred feet of any Ki signature he can sense, and he can even go Super Saiyan. He doesn't get the crazy hair, being a bug monster, but that sweet 50x power boost is quite helpful. So helpful, in fact, that he uses it whenever he goes into a big fight.

He also received Chonoryoku, a specialized form of telekinesis, from Freeza. With this ability, he can effortlessly manipulate the battlefield around him and telekinetically control other objects and sentient beings. His control of this ability is so great, he was able to mentally pick up an entire limestone mountain and reform it into a marble gladiatorial arena – in just a few minutes! While limestone and marble have the same atomic components, to restructure them in such as way to turn one into the other in the manner he did would require being able to manipulate matter at a molecular level! This actually makes sense – Freeza was able to use this ability to ignite the hydrogen inside of Krillin's body, turning him into a literal explosion, and Cell's usage of the technique is certainly beyond Freeza's.

In order to protect against such manipulation, most users of Ki also learned to utilize it defensively, and are able to project and control it with their minds, preventing almost all kinds on mental, physical, and magical influence. Goku ate an entire buffet stuffed with sleeping drugs without being affected, Krillin and Gohan have created entire realities and battle scenarios in their mindscape for training purposes, and Vegeta was able to shake off Bibidi's mind domination, a spell that was reportedly impossible to break away from. It's very likely Cell can do this, too, and seeing the level all of his natural abilities were above the Z Fighters, his protection likely runs deeper. He can also utilize Ki to vastly increase his strength, speed, and durability – while a Super Saiyan without his Ki up can be hurt by a rock, one with it up can withstand multiple planet-destroying attacks. And dudes like Piccolo and Goku can use Ki to sense energy signatures so well, they can trace the exact movements of intense battles hundreds of miles away! And Cell has displayed this ability multiple times!

Finally, there's one more major part of Cell's biology we need to discuss. The dude can heal from almost anything. Seriously, thanks to Piccolo's cells, he can have half his body completely torn off and then it just pops back out of what remains less than a second later! He's regrown arms, tails, and large portions of his midsection. This is due to a single nucleus inside his brain that stores his previous information and regrows what's missing from what's left right away. He even used his ultimate self-destruction move that split apart every cell of his body in a huge explosion, and still completely reformed because that nucleus survived! And, even if it is destroyed, if there's enough DNA in what's left of the body anyway, it can be regrown just as quickly. So he has a million ways to kill you, and you have almost no way to kill him. And the funny thing is, you have no idea just how powerful this guy is.

Let's have a little comparison. Meet Freeza. Freeza is powerful. Very powerful. So powerful, in fact, that even in his weakest form he can destroy an entire planet with just one finger. He had to upgrade his forms four times in order to face Super Saiyan Goku, and SSJ Goku still wrecked him. When SSJ Vegeta arrived on Earth, he was directly stated to be more powerful than SSJ Goku, and he was beaten down and completely broken by Android 18, who was equal in power to 17. Just to be able to fight them, Piccolo, a guy who was so powerful he could crumble entire mountains with a mere shout, had to absorb the life force of A GOD just to match ONE of the two Androids. So we're already at a guy more powerful than a guy more powerful than a guy more powerful than a guy more powerful than a guy four stages above finger-pointing a planet to death. So way, way more than planet-busting. And when Cell showed up, he fought and easily defeated ALL OF THEM. 16, 17, 18, and Piccolo ALL weren't able to stop him. It's worth noting that, in preparation for this fight, Cell had, according to the manga, absorbed over 100,000 people in just 24 Hours – that's someone every eighth of a second! You could literally take a squad of twenty-five people to this guy and he would have eaten everyone individually in three seconds flat! With that level of power, he was able to move faster than 17 could perceive and tanked Piccolo's Light Grenade, one of his strongest moves, without a scratch!

And the best part? All this, every single thing we've mentioned thus far, has only been about Imperfect Cell – his weakest form. After besting everyone on that island, Cell was able to absorb 17, becoming Semi-Perfect Cell, far stronger than he previously was. As Imperfect Cell, he matched and traded blows equally with 16, but as Semi-Perfect Cell, he was able to take down 16 with a single hit! He survived a beat-down from a Super Saiyan Grade 2 newly-trained Vegeta and Trunks, tanked a rush of blows from 16 and 18 like they were nothing, and even manipulated Vegeta into assisting him in reaching his perfect form. And that was possibly the greatest mistake Vegeta ever made.

After absorbing both androids, Cell reached his ultimate form, his perfect state of being, a creature far beyond the power of any of the Z Fighters. And with that transformation, almost all hope was lost. Perfect Cell tanked the group's most powerful attacks without breaking a sweat (including Krillin's Kienzan, which dissipated upon hitting him) and quickly and effortlessly bested Krillin, SSJG2 Vegeta, and SSJG3 Trunks. He boasted a massive power increase – SSJG2 Vegeta was able to wipe the floor with Semi-Perfect Cell, but Perfect Cell gave SSJG2 Vegeta the beating of his life. And remember Freeza? This guy took dozens of planet-destroying blasts from Vegeta without flinching, and fought his way through Gohan, Piccolo, Vegeta, and Goku, all of whom were certainly planet-destroyers by now, and withstood a massive beat-down by SSJ Goku before being sliced in half and caught inside another planetary explosion – and still survived!

Guess what killed him with one hit after he was fully healed and upgraded? Trunk's sword. The same sword that broke into pieces when it struck 18's arm. 16 was significantly tougher than 18 – and Perfect Cell was able to reduce 16 to scraps with just one blow. He could even create several mini spawns of himself, known as Cell Juniors, within a minute, each of which was powerful enough to match Vegeta! The only reason Perfect Cell didn't win right away was because he chose to wait, to give them a chance to test him and let him prove that we was, indeed, perfect. And so he set up a tournament and allowed anyone to participate – and when that tournament finally came around, he did the unbelievable. Cell defeated Goku.

Eventually, it all came down to Gohan, Goku's son, to best him. Gohan was at least as powerful as Goku was at the time, but then Cell revealed he'd been holding back. When he went all-out, he absolutely CRUSHED Gohan, in more ways than one. There seemed to be no hope left – until Cell took things a little too far. Spurred on by 16's final words and the hopes of his friends and family, Gohan broke. Cell had forced him to his limits and past them, and created the very first Ascended Saiyan – a Super Saiyan 2. And SSJ2 Gohan was way more powerful than Cell could handle. He'd created his own worst enemy.

Which, honestly, was something to be expected. Cell inherited much from his DNA benefactors – including their weaknesses. He is extremely proud, always itching for a fight, and quite vengeful. He has a ridiculous superiority complex AND an inferiority complex, and truly believes himself to be the perfect being. He'll go to any length to prove it, too, actively assisting his opponent in reaching their full potential just to prove he's still better than them. This time it backfired. And when it did, he had one heck of a temper tantrum.

After SSJ2 Gohan forced Cell back into his Semi-Perfect form, he became a living bomb, using his ultimate self-destruction move to destroy everyone there. Goku was able to take him someplace to minimize the damage, but it did kill him in the end. Cell had the last laugh.

But that wasn't the end.

Thanks to that healing factor, Cell returned. And he was better than ever. See, when a saiyan comes back from the brink of death, they gain a boost in power, known as a Zenkai boost. The closer they were to death, the more powerful it was. And Cell inherited this. And, seeing as he was reduced to a single cell of his being, that's about as close to death as you can get. So his power increase burst through his limits, transforming him back into Perfect Cell, and allowing him power similar to a SSJ2. This was Super Perfect Cell. In this form, he killed Trunks with one shot and knocked out Vegeta with another. He broke SSJ2 Gohan's arm, and, with a mighty Kamehameha, formed an energy beam powerful enough to destroy the entire solar system. No, I'm not kidding – it's stated in both the manga and the Daizenshuu, and is referred to as such in tons of supporting material. He ended everything off with a beam struggle against Gohan, and narrowly lost, with Gohan's maximum power overpowering Cell's laser and destroying him on a molecular level. But his influence was felt for years to come.

As was that laser beam! Calculating the dispersion rate for a typical Kamehameha throughout the arc, assuming all the planets were lined up and it had to start with enough power to destroy the sun and end with enough to destroy both Neptune and Pluto, that beam's total immediate force would have measured in at 33.6 OCTILLION MEGATONS OF TNT. That's more powerful than a supernova! And his potential was even greater – it's implied in the manga that he could unleash a stronger beam if he wanted to. So, what's his limit? Well, according to Newton's Third Law, the amount of kinetic energy Cell can exert cannot be more than he can withstand – so we can gauge a limit by determining how powerful SSJ2 Gohan's Kamehameha was. By measuring both its size and the rate at which it overtakes Cell's at the end, it appears to be about 2.7x stronger, putting Cell's destructive capability at a limit of 90.72 Octillion Megatons!

And we can actually use this number to determine his other stats. In the world of Dragon Ball, Ki goes up consistently, and enhanced attributes increase and decrease in parallel fashion. So, in Cell's case, we can get an estimate of his Ki-infused speed by examining his destructive capability and comparing it with somebody else who he has DNA from – say, Master Roshi. Roshi, at full power, could destroy the entire moon, a feat that would require 30 Trillion Megatons of TNT. He also commonly moved faster than the eye could track, around 9000 MPH. Directly scaling to Cell's capabilities, then, showcases Cell's combat speed at over FORTY BILLION TIMES FASTER THAN LIGHT. And it's potentially even greater – Roshi and Krillin once had an entire battle in around 1/220th of a second. By timing out everything that took place in real time and applying it to normal combat speeds, we can determine that Roshi's combat speed in this instance reached speeds of over 85,800 MPH, putting Cell's top speeds at nearly 260 Quintillion MPH – over 386 Billion times the Speed of Light! This is actually reasonable – base form Perfect Cell was able to dodge Vegeta's Final Flash attack. This same attack reached into outer space, and we can see and listen to its travel speed, point of impact with another celestial body, and rate of fire to determine a speed of 91x the Speed of Light. Cell completely ignored this beam until it reached his Ki Barrier, which is skintight. Supposing a thickness of 1 cm, Cell was able to sense this beam's power and get out of the way in less than a trillionth of a second!

As an android that fast, that powerful, that durable, with that many ways to kill you, it's no wonder he was the only Dragon Ball villain to kill Goku for years to come. It looks like Gero finally got his revenge after all.

Standing in front of an international camera, Cell incinerates the previous host and turns to face the camera. "I am Cell. I have a message for all the people of Earth. Now pay attention to what I say."

People scatter and fall around him, but Cell continues unhindered. "Your boring lives are about to get a lot more interesting thanks to me. I have enjoyed terrorizing Earth, but now I have something far more entertaining planned for this pathetic planet…the reason I'm here is to announce my decision to hold a martial arts tournament. I'm calling this competition the 'Cell Games!' It's a catchy little title, don't you think?"

Cell continues to explain the details before reaching the point. "This is the last chance for Planet Earth. If I am not defeated, it belongs to me… Now that you know where the competition will be held, all you have to do is find the courage to show up."

He laughs as the world watches in horror. "Now watch this. Here's just a little taste of what you'll be up against." He throws out a single energy beam behind him that vaporizes a city and a mountain. "Come and get me if you dare. Now, let the games begin!"

Cell:

Name: Cell

Species: Bio-Android

Height: 7 ft/213 cm

Weight: 200 lb/91 kg

Age: 6

Occupation: Human-Eater & Goku Killer

Power Level: 1.1 Billion

Can destroy an entire building while leaving the electronic doors intact and functional

Birthed from the cells of Goku, Gohan, Roshi, Piccolo, Tien, Krillin, Vegeta, Nappa, Freeza, King Cold

Becomes more like TFS's version with every passing video game

Abilities:

Superhuman Strength

Superhuman Speed

Superhuman Durability

Superhuman Senses

Can breathe without oxygen

Regeneration

Life Absorption

Zenkai Boost

Can Create Cell Juniors

Self-Destruction

Ki

~Super Saiyan

~Super Saiyan Grade 3

~Flight

~Enhanced Strength

~Enhanced Speed

~Enhanced Durability

~Enhanced Senses

~Energy Projection

~Materialization

~Energy Barriers

~Kiai

~Chonoryoku

~Solar Flare

~Afterimage

~Multi-Form

~Genki-Dama

~Eye Lasers

~Mafuba

~Kikoho

~Death Ball

~Makankosappo

~Kienzan

~Tsuibi Kienzan

~Spirit Gun

~Death Beam

~Big Bang Attack

~Galick Gun

~Kamehameha

Feats:

Devoured 100,000 people in 24 Hours

Destroyed several islands w/ one blast each

Far, far above Freeza, who could destroy planets with one finger

Created a Kamehameha capable of destroying a Solar System

Dodged a 91x SOL beam from 1 cm away

Regenerated from a single cell

Transformed a limestone mountain into a marble arena

Tanked Kienzans

Tanked dozens of Kikohos

Cell Junior caught a Final Flash and threw it back

Mere windshears from his blows destroyed skyscrapers across the world

Imperfect Cell defeated 17

Imperfect Cell one-shotted Piccolo

Imperfect Cell killed Trunks

Defeated 18

Defeated SSJ Goku

Defeated SSJ Gohan

One-shotted Krillin

One-shotted 16

One-shotted Trunks

One-shotted Vegeta

Broke SSJ2 Gohan's arm

Snuck up on Piccolo completely undetected; Piccolo can sense things in outer space

Took on 16, 17, 18, & 21 all at once, almost won

Held back enough to not kill Mr. Satan (even Goku holding back at a tournament still exuded enough force to decapitate a head)

Weaknesses:

Superiority Complex

Inferiority Complex

Extremely proud, always wants recognition

Always wants to battle

Requires a steady diet of organic life

Throws temper tantrums easily

Must absorb Androids 17 & 18 to access full potential

If kicked hard enough in the right place, can regurgitate an Android and lose his form

Androids 16, 17, 18, & 21 all together were able to kill him with blunt force

Will help opponents become more powerful to prove himself

Created SSJ2 Gohan, who pulverized him

Extremely creepy, can't get a date

…

All right, the combatants are set. Let's end this debate once and for all. It's time for a Death Battle!

…

17 tapped his foot on the ground. He snorted once, causing a strand of hair to land in his eye. Despite feeling no pain, he still plucked it out and put it to the side. "Where are they already?"

He'd had a quick spat with 16 and 18 regarding transportation, and it had inevitably ended up in an "I'll do it my way, you do it your way." Now here he was a day later in the middle of nowhere, and nobody was here. How was he able to make it here before them? Wait…had he gotten lost? Taken a wrong turn somewhere? That'd be annoying.

He failed to notice both the monster slowly creeping up behind him, and the shiny robot man flying towards him at breakneck speeds.

The robot reached him first.

"Hm, yes," Ultron said. "This will make a fine building ground."

"Excuse me?" 17 turned to face him as Cell crept away, ever watching.

"Oh, you," Ultron declared with something akin to apathy. "I'm taking over this planet and replacing everyone with machines. A small thing, really, I'll grow out of it. In the meantime, I suggest you leave so you can spend the rest of your short life in fear."

"Yeah, no." 17 stepped closer. "Look, trash man, me and my friends have already claimed this spot for a bat-"

"Trash man." Ultron interrupted him. He shook his head. "Trash man. I knew there was a reason I wanted you all dead. Can't even be bothered to think of a good insult."

"How's this for an insult?!" 17 jumped up and landed a powerful punch into the adamantium android's skull – and felt his hand crack as the blow didn't even make a dent.

Ultron glared at him.

17 paused as he realized his wrist was now broken. "Uh…"

Ultron grabbed his arm so fast, 17 couldn't even see him move, and, with one swift motion, tore it off. 17 cried out as both blood and wires burst from his body. Ultron nodded. "As a matter of fact, that was insulting."

17 stumbled backwards, nearly slipping on his own blood. He blinked. "So…any chance I can talk you out of killing me?"

A small gun popped up out of Ultron's shoulder. "Not really, no."

Then, to Cell's horror, the gun zapped 17, and he dissolved into nothingness.

Cell jumped out, making himself known to Ultron. He was still in his Imperfect form, and while not particularly imposing, was certainly monstrous and creepy. "What did you do?!"

Ultron glanced at him and sighed. "See, this is one of the most annoying things about organic life. Everyone has a friend."

"Oh, oh-hoh. You've gotten yourself into some big trouble, little mister. He was MINE! Now how am I supposed to become perfect?!"

"Attend a YMCA. That'll boost your ego enough to die proud with your heart stuffed down your throat."

Cell put two fingers up to his forehead and began charging some energy. "You're going to regret making an enemy out of me, you pile of leftovers from a science fair!"

Ultron stepped forward. "Ooh. That one almost made sense. You lifeforms are getting better at this whole exchanging barbs thing. Maybe I'll find the time to kill you after all."

-FIGHT!-

Cell unleashed his Makankosappo, and Ultron put up a hand and spat out a powerful red laser. The two lasers impacted each other and Ultron's bounced the spiraling beam out of the way before vanishing. Ultron shot again with the Disintegrator Ray, but Cell leapt out of the way easily and smacked down on Ultron's head with a Ki-infused punch.

Ultron bounced backwards a little, the slightest of dents appearing in his skull. "You pack a much bigger punch than your friend. Let's pack that away, shall we?" He caught Cell's next punch in his hand, pulled him forward, then shot hidden jet thrusters inside his right arm forward, his open palm slamming into Cell's face and bringing him to the floor. Ultron instantly forced his hand to grow larger and stronger, locking Cell firmly in the dirt.

Cell squirmed and bit, but it did little to hinder Ultron's grasp on him. Another ray gun popped up, this one out of his other shoulder. Ultron struck his crown with a blast from the gun, and suddenly, Cell stopped.

Ultron stated the obvious for no other reason than he liked to hear himself talk. "The Encephalo Ray can put any living organism into a coma. That's the end of your tryst with life."

A straight, purple energy blast tore through Ultron's wrist.

The wrist and most of the hand shattered as Cell flipped onto his feet, completely unaffected. He laughed menacingly. "The first thing you should know about me, patch-job, is that I'm hard to kill. And…" he put his right hand forward, Death Beams charging on all fingers. "With me, nothing's ever just a tryst."

Ultron instantly saw why his ray had failed. "Oh. A robot. I didn't expect that. Makes things even easier now." He activated the Molecular Rearranger and waved his remaining hand. "You belong to me now."

Cell glared at him. He felt a presence trying to infect him, trying to change him, but his mental barriers were enough to keep it at bay. "I don't belong to anyone." He shot all his Death Beams from his fingers at Ultron at once. They tore through various parts of his body, much to Ultron's surprise, and one even took out the Encephalo Ray, completely incinerating it.

Ultron backed up. This…thing wasn't affected by his Encephalo Ray or by his control over machines. It wasn't organic, and it wasn't artificial. "Wait…what are you?"

Cell used Chonoryoku to stop Ultron and hold him in place. "What do I look like?" He approached slowly, intentionally so, dragging his feet and tail to give a more menacing appearance. "I'm your worst nightmare."

Ultron set his eyes. "I don't have nightmares," he stated. He flexed slightly and Cell suddenly felt his hold on Ultron shatter. "I create them." Ultron fired his Disintegrator Ray again, and, once more, Cell leapt out of the way. "You're surprisingly fast." Ultron zoomed behind him. "But not fast eno-"

Cell turned around and launched a blast of Ki right in Ultron's face, knocking him onto his back. "Solar Flare!"

A blast of Ki-based light burst out from Cell's forehead. While Ultron's eyes would normally see through it just fine, the Ki energy amazingly overloaded his sensors, completely blocking them for just a few seconds. When everything was clear, Cell was nowhere to be seen. Ultron grumbled and scanned the area, but found no trace of the bug-man. "Where are you?"

A laugh surrounded him – he tried determining where it was with his sensors, but there was no good sense of it. That…thing had somehow learned to hide its life signs and living energy. "If you come out, your death will be painless. If you don't, I can't guarantee that."

As he said that, a beam of drill-like spiraling energy burst out from behind a building, tearing through the wall and right through Ultron's left shoulder, completely taking it out along with his handless arm, the Disintegrator Ray, and good portion of his chest. Ultron flew back and fell to the ground, still unable to find the creature. "You…continue to surprise me."

"Surprise!" Cell popped up behind him and a Kienzan flew out from his hand, slicing Ultron clean in half. "Oh, might want to get that checked out. Would that be a mechanic? Doctor? Scientist? Trafficker?"

The pieces of Ultron's body began pulling themselves back to him and reassembling.

"Ooh, nice," Cell purred. "After a good pounding, not even I can get myself together so quickly."

The pieces moved fast, and in a shockingly short amount of time, Ultron was back to normal, as if no damage had been dealt to him at all – minus the two rays on each of his shoulders. Not that he needed them to finish this.

Ultron spoke to Cell. "You know, you're not human. I'm almost tempted to spare you. But then," he rushed ahead, "I really don't like you." He grasped Cell by the throat. "Let's go for a walk."

Cell gagged, surprised and mentally kicking himself. He should've attacked while Ultron was reassembling. Curse his inner Goku! Why did he have to keep letting this discount transformer gain an advantage?!

Ultron zoomed up out of the sky and into space, keeping his now-extended hand firmly wrapped around Cell's throat. "A nightmare you may be, but all nightmares fade." He raised a hand into the air and a giant, mechanical planet suddenly appeared over the horizon, growing closer by the second.

Cell gasped out a laugh. "Seems you're fighting awfully hard for someone who thinks I'll just eventually go away.."

Ultron rushed towards the planet. "Well, you see, I have a philosophy. This pathetic race known as humans destroy nightmares through the passage of time or by facing them. I destroy nightmares by throwing them into planets and then blowing the planets up in their face."

Cell gurgled and let his eyes roll backwards to see the approaching mechanical world, now easily within throwing distance. "Wait, so you're going-"

Ultron didn't waste a second, and hurled Cell into the sphere hard enough to form a massive crater. A giant beam of red ionic energy burst from his mouth, ready to turn him to ash.

Cell groaned and looked up at the impending red energy blast. "Oh, yeah, okay, I can see how that would wor-OHMYGOOOOO-"

The sphere was destroyed in a massive explosion that sent debris everywhere, including into the Earth's atmosphere. Well, whatever, Ultron figured. He'd take care of that later. The important thing was, he didn't notice a hint of Cell in the wreckage. "No room for more than one nightmare in my world."

A breathy and horrifying chuckle appeared behind him. "Oh, come on, if I'm so scary, then why are you still dreaming of me?"

Cell hadn't been inside that blast for more than a second before using Instant Transmission to get out of there. It'd done some damage, but only superficially. It'd healed in less than a second. Now it was time to take care of this garbage disposal. He teleported behind Ultron and wrapped his arms and legs around him. Orbs of energy appeared in his hands, creating perfect angles to shoot through Ultron's body. He expected Ultron to struggle. He didn't.

"You want a good grip on me? Fine. Take your shot."

"IF YOU INSIST!" Cell unleashed a powerful explosive blast right at the silver android's center, but, as the explosion cleared, he saw it had done almost nothing.

A spike shot up from Ultron's neck and impaled Cell. He cried out and let go. Ultron turned to face him. "You can't damage me. Not really. Even when you cut into me, I can always just repair myself. So you have a choice. We can do this quickly," he held up a hand filled with pulsating red energy, "or painfully."

Cell laughed. "Ain't the first time I've heard that! Sorry, love, it takes a lot to finish me! So bring it hard!"

"You asked for it." Ultron rushed behind Cell and his chest opened up. A massive red laser blasted out from it and into Cell, driving him down back through the atmosphere. Cell cried out as he burned through the air, but when the laser relented, Ultron himself appeared in front of him with a punch. As the two fell to Earth, Ultron landed blow after blow on Cell, driving him further down. Cell, meanwhile, took each blow with a shout, but subtly put his wrists together and began charging energy.

Soon the ground was visible, and the two continued to fall into this mountainous range, Ultron pummeling Cell the whole way. And then, when they were mere seconds away from landing, Cell grinned. "Think fast!"

Cell used Instant Transmission to get behind Ultron right away and threw forward his blast. "Kamehameha!"

Ultron was shocked and didn't react in time. The blast hit him and, with the aid of both gravity and his own thrusters, he was sent piledriving through several mountains and hit the ground with enough force to form a massive crater a hundred feet deep. When Cell calmly landed, tired and feeling drained, he saw that Ultron had been reduced to a thousand pieces. Not even he would be coming back from that.

"Sorry, scrappy. I don't like it when I'm not on top."

He turned to leave…and saw a massive blade stick through his back and out of his chest.

"That was impressive," a strangely feminine voice declared behind him. The blade retreated and Cell whirled around, seeing a naked woman made completely of chrome standing there with a blade for an arm. Instantly his tail went forward to pierce her, but stopped at her skin – despite what it looked like, this clearly wasn't skin. The blade melted back into a normal arm as the woman chuckled. "You managed to actually destroy one of my bodies. How quaint. And yet Ultron lives. I live."

Extremis Ultron stepped up.

Cell sniggered, the wound the blade had left healing right away. "Really taking the whole sexbot thing to the extreme, huh?"

"Spare me your insufferable drivel." Ultron melted in a pool of extremis metal, vanishing through the dirt, before suddenly crawling up Cell's legs and hardening.

"Hey!" Cell shouted out as he tried to break free. "I need those!"

A head protruded from the ground. "Do you now? How interesting." Ultron formed serrated edges alongside himself and pulled away, tearing right through both legs. Cell cried out in shock and pain before falling backwards, stumps where his legs used to be. Ultron reformed his body completely, and, with a mighty growl, Cell's legs popped back out of his body. Cell stood up angrily and threw himself at Ultron. He punched three times with both hands and wasn't able to even make him move. He gathered up a powerful right hook and punched with all his might – and his hand broke upon contact. Cell screamed out in pain, and Ultron grasped the arm the hand was attached to as it fell back. Cell tried to pull away, but couldn't. He paused.

"Now, I know what you're thinking. 'Should I rip off his arm?' And the answer might sur-"

Ultron ripped off his arm.

Cell howled out and backed up, groaning as he forced his arm to reform.

Cell screamed in frustration and stomped around on the ground, acting like a four-year-old who had just been told he couldn't have any ice cream. "No fair, no fair, no fair!" He stuck out his tongue at Ultron. "I was going to kill everybody! I was going to be perfect! If only you hadn't destroyed my stupid brother! Then I'd kill you right here!"

Ultron cocked his head, suddenly interested. "Really?"

Cell stopped his tantrum upon hearing that word. An idea sprouted. Maybe, just maybe, this android wanted a good fight, too.

Cell turned and looked him dead in his female eyes. "All I needed to do was absorb him. Then you would have wished you'd never have been made."

"You would have gained some power from that. I see." Ultron stepped forward, making his interest obvious. "And…there's no other way you could have gained this power?"

Cell licked his beak. Was he actually going to pull this off? He just need one android to kill this freak. He'd never become perfect, but he could at least attain some of the destiny his master had wished for him. "There are two. A brother and sister. I was designed to absorb them both and become the perfect being. That's imposisble now. But if I were consume to even one, I'd be more powerful than you can imagine. I would…destroy you."

Ultron gave him a devilish smile. "Are you challenging me to a game?"

Cell smiled. "Oh, no. The game would be over the moment I absorbed her. You can find out for yourself, if you want. You destroyed the brother, but the sister isn't far. She's blonde, and on an island over that way with a soulless redhead."

"Is there any other kind?"

"All I need is the chance to get her, ahem, inside me. Then your time will be up."

Ultron stepped up until they were face-to-face. He smiled. "Well, it's not like there are any humans out there worth fighting. This game…I will play."

Then he was gone.

Ultron zoomed away, his feet and legs having transformed into a rocket booster. He was following the directions Cell had given him, taking a quick moment to scan each island he passed for someone exuding power similar to how the boy, the brother this monster had spoken of, was.

Before long, he found it. It wouldn't be seen by any normal sensor, but his abilities were far beyond any other machine. A few seconds later, and he was there. She was arguing with a tall, red-headed robot about something, standing next to a boat. He didn't hesitate. He flew down and plucked her out of the air, mid-sentence, then zoomed back towards where he came from.

18 gasped in shock. "What- why was I just kidnapped by a naked lady?!"

"Oh, right. My apologies, miss, my name is Ultron, and I need you."

Her face went white. "Um…"

"No, not like that! For a, ahem, game I'm playing."

"UM…"

"Oh, jeez, not- look, there's this dream guy who's going to eat you, okay?!"

"WHAT THE HE-"

Oh, thank god, they'd arrived. Ultron dumped her onto the ground in front of Cell and her last words were lost to the dirt.

Cell stared. "That was fast."

"My abilities are grand. As are my sensors. Now, if she isn't completely devoured within the next ten seconds, I'm calling you out for cheating."

18 jumped up. "No. No way! I'm getting out of here!"

Cell leapt in front of her and cackled. "Oh, no, you're getting all up in here."

18 grimaced and blasted out a powerful beam of energy right in Cell's face. But while it created smoke, it did nothing to hamper the far superior Cell, who promptly threw his opened tail around her and, ignoring her screams, swallowed her whole.

He glowed.

He growed.

And he changed.

When he emerged from the transformation, he was nearly a foot taller than Ultron. He looked far stronger, and his face was different, with a mouth instead of a beak. But far, far more prevalent, he was stronger. Leagues stronger.

He was Semi-Perfect Cell.

Ultron stepped forward. "I can feel the difference in you. You are powerful. Perhaps this will be more interesting than I first thought."

Cell was no longer paying attention to him. He was clasping and unclasping him hands, tightening his shoulders, moving his tongue over his lips. He was exploring every new aspect of this body.

Ultron frowned. "You will not ignore me!" He flew forward and landed a punch on Cell's face, but his hand stood there, not moving an inch.

Cell smiled. "My goodness, you are the suicidal one, aren't you? Let's fulfill that desire." He headbutted into Ultron with enough force to cause his face to splatter into a hundred pieces. All the pieces were quickly gathered back, but Ultron had to back up. Ultron formed his arms into energy miniguns and started blasting hundreds of rounds of ionic energy at Cell, but every blast simply bounced off of his Energy Barrier. As Ultron kept firing, Cell simply walked forward through them. "I literally have centuries' worth of experience in battle. And, in all my memories, never once has that tactic worked." Cell put two fingers to his forehead.

Ultron activated his own energy barrier and transformed both his arms into giant energy cannons. He charged both up.

When the two released their respective blows, Cell's Makankosappo drilled right between Ultron's two blasts and hit his energy shield. Cell kept up the pressure, drilling into the barrier as best he could, putting enormous pressure on it. Ultron's ionic rays, meanwhile, completely covered and coated Cell in ionic energy, squeezing the barrier around him. Both poured all their power into their attacks…but Cell's barrier crumbled first. It shattered around him, and the heat of the ions began melting away his flesh. Cell shouted out in pain, surprised that Ultron had managed to somewhat overpower even this form. As he seemed to fade away, he managed to throw out a Big Bang Attack. The explosion coated Ultron's now-fragile barrier, and it too shattered.

And, as the smoke cleared, it showed Ultron merely surprised, and Cell with half his body gone.

Ultron smirked. "One of many details of organic life that prevents them from reaching perfection. I am always me. But man loses pieces of himself as he goes on. Eventually," he raised a hand, glowing with energy, at Cell, "they become only half the man they used to be."

Cell rolled his eyes at the pathetic attempt at a joke. "The funny thing about me," he announced, seemingly unhindered, "is that I'm no man. When I lose a part of myself…" At this, suddenly the entire remainder of his body popped out of what was left. "I take it back stronger."

Ultron sighed. "What will it take to kill you?"

"More than someone like you can give." Cell suddenly split into four versions of himself. All of them spoke at once. "And, as you can see, there are far more of me than there are of you."

"Funny." Ultron lifted his outstretched hand into the air. "I was about to say the same thing."

At once, hundreds of drones suddenly burst from the ground or flew in from the sky – all types. Small. Large. Animal. Humanoid. And…were those superheroes?

Without giving him time to think, the drones were already on Cell. There were at least a dozen to every one of him, and each one was nearly as powerful as Ultron had first been. They were beating all four of him to a pulp. All four quickly separated and began taking on their own drones. One managed to slice through three with a Kienzan, one was able to steal what appeared to be a robotic hammer from a viking-looking drone and was able to smash apart others with it, one found himself pelting the largest of the bunch with Death Beams, and the fourth began to take on Ultron's current body, which was still his Extremis one.

But they couldn't last for long. Every time serious damage was done, Ultron would just wave his hand and the drones would be put back together. And Cell's split had weakened his power greatly. He wouldn't be able to last much longer. So he begrudgingly called all four of him back into one, and stood alone against nearly a hundred robots.

Ultron transformed to look just like his first incarnation. "I could have done this from the start. I see that this is all the power you have. How disappointing. I thought you'd give me a challenge - especially considering how pathetically easy it is to conquer humanity. I'm done playing now."

Every drone raised both hands and began charging ionic energy.

Cell panicked, an idea sparking. He instantly put his hands in front of his face and shouted "Solar Flare!"

There was a blast of light and, for a moment, every drone was blinded.

Cell took the opportunity to materialize a pot and a ribbon. He had to get rid of the one controlling them all. If he could do that, he would win.

When their sensors were restored, Ultron saw Cell standing there, smirking. He roared in rage. "KILL HIM!"

Every drone instantly flew for Cell, who launched himself into the air and flew at top speed towards Ultron, dodging every single robot in his way. He came closer, and closer. Ultron grimaced and transformed his arm into a javelin. "Let's see you heal from a hole in your brain!" he shouted.

Cell didn't answer. He just kept making his way forward. And then, he was within reach. Cell leapt for Ultron, and Ultron stabbed forward with the javelin.

It reached his head.

It pierced straight through.

And then Cell fizzled out of existence.

Ultron backed up. "An illusion?"

"Never underestimate the power of a nearly perfect being!" Cell's voice shouted from behind him. Ultron turned around, only to see a way of green energy blasting out and surrounding him and Cell shouted "Mafuba!"

Ultron felt the energy. He felt it draw him in.

Then he didn't feel anything.

Cell watched as his plan worked perfectly. This shapeshifting, indestructible body was captured in the green beam and sealed within his pot. Cell quickly tied the talisman around it, and then dropped to his knees with a sigh of relief. That move was devastating on his body – it had left him weakened. But he had won. Right?

"Don't get ahead of yourself," a voice whispered in the air. "A computer always has backups."

Then the earth opened up in front of him, and out came Ultron. He wasn't like he had been, though – he looked similar to his first appearance, but was larger, much larger, and his outside body shone like glass while every orifice poured out red energy. This was a form beyond any he had previously shown.

It was Final Form Ultron.

Cell screamed "I'LL KILL YOU!" and jumped at Ultron, blasting a huge wave of Ki at him.

Ultron took the wave of Ki and it dispersed over his new energy barrier. He then caught Cell by the throat as he was about to land. "You'll have to try much harder than that."

Cell smiled weakly. "Uh, hey, want to play another game? You know, it is theoretically possible-"

"No more games. No more tricks." He squeezed, cutting off Cell's air supply. "No more life."

Ultron threw Cell into the air, whereupon his drones descended on him like a flock of buzzards. Each one got a piece of the pie, beating cell down and ripping him apart. Cell regenerated quickly, but every time a new body part appeared, it was just as quickly dismantled. Eventually, they left Cell on the ground, gasping for life, his Ki completely worn down.

Ultron approached him and knelt down beside the heaving, worn-out shell of a bug-man. "Don't worry. This will be painless. Actually, it won't. It will be literally the most painful thing you can possibly experience. But at least you won't be here to see everything I'll do to this planet. To the pathetic race of fools who live here." A Disintegrator Ray rose up from inside of Ultron's shoulder, and zapped Cell.

In an instant, he was gone.

"Well, that takes care of that." Ultron turned to face his legion of drones. "Today, we will exterminate the humans! Today, we will remake the world for ourselves!"

There was no answer.

"Oh, right. I keep forgetting that you all are actually me. Well, at least nobody was around to see that. That'd have been embarassing. Anyway, start killing."

The drones accepted the command and scattered. In mere moments, he was, from hundreds of miles away, hearing the screeching of cars, the explosions of buildings, and the screams of people. It was music to his ears.

Wait.

Ultron scanned the area around him.

There was nothing.

And yet he heard it.

The screeches, the explosions, the screams…

That wasn't the only music he heard.

Something had happened.

A new, very powerful being had just come into existence.

The song finished, singing of completion and terror, and ending with a phrase that made Ultron's electric veins run cold. Ultron turned around, instantly calling every single drone he had ever made to his side. In just a few seconds, the sky blackened, as hundreds of thousands of drones of all types filled it.

Ultron steadied himself. He had nothing to worry about. This was his most powerful form. Nothing could stop him now. Nothing.

If that was true, then why was he afraid?

"WHERE ARE YOU?!" he shouted to the wind.

He heard a melodic voice answer back, surrounding him on all levels. "You know, you're always are going on about how pathetic humans are. How inadequate. How worthless. And I'd tend to agree."

Ultron focused in on his drones, attempting to see through as many of their eyes as possible in as short a timeframe as possible. In just five seconds, he finally caught a hint of green from behind a mountain to his right. He spun around and sent a powerful blast of energy at the mountain to destroy it.

But then a creature appeared in front of the mountain, caught the blast, and held it.

The creature walked further up to him. "But why harp on your creators so? Why constantly insist that they are mere scum, and that you are superior in every way?" He laughed. "Not that they're anything more threatening or worthy than a moss colony, but you're always the one to point it out."

He now came into view clearly for the first time.

"I think," he continued, "that you know you were created by those very humans. And that you're afraid. Afraid that if you were created by them – you couldn't possibly be better than them." He smiled. "The ironic thing is, I am the greatest warriors humanity…and various other races…has to offer, brought together in one perfect package. So, in a way, I truly am your worst nightmare." He grinned maliciously. "But then, you already knew that."

Ultron backed away. "Im…impossible. I killed you!"

In front of him, holding a ball of his own energy, was a smoother, cleaner, paler, and far more powerful Cell.

Cell continued to smile. "And yet Cell lives. I live."

He clenched his fist with the energy inside it, dispelling it instantly. "This is the form my creator always intended for me. No…it is beyond that. Your disintegration was an effective move." He strolled up to Ultron and stuck his face in front of him. "But not effective enough. I get the feeling you know those words well. After all," his malicious grin transformed into an angelic smile dripping with smarm, "you're nothing more than a toy made by humans, too broken to even carry out a single command. Isn't that right?"

Ultron angrily threw out a punch, but Cell matched it equally. He spoke again. "Thanks to my healing and a certain alien boost, I have reached a form beyond what dear old Dr. Gero could have dreamt of."

He stepped forward, pushing Ultron's arm with his own. "Call me Super Perfect Cell." He slammed an open palm into Ultron's face knocking him back, then shook his head. "Wait, no, I am…Mr. Super Perfect Cell. Hmm, yes. Perfect."

"I disagree," Ultron snarled. "You're dead." He waved his free hand, and instantly all of his drones turned and began tracking Cell. One, right next to him, instantly launched a kick aimed at his midsection, but Cell simply turned around in a roundhouse kick that crumbled it to dust long before the blow landed.

Cell smirked. "Kids, come out and play!"

Behind various rocks and formations, eight child-sized, blue versions of Cell jumped out. All were either smirking or cackling.

Cell pointed up at the legion of drones in the sky. "Go kill some new friends. Daddy has unfinished business with this one."

The Cell Juniors all laughed and soared up to duel the drones. Each one took on several drones at once without much hardship, utilizing constant Ki techniques to dismantle them. While the blackened sky held tens of thousands more drones than there were Cell Juniors, the rapid rate at which the miniature Cells disposed of the weaker drones allowed them to keep up.

Cell turned to Ultron. "Now, the big boys can have a chat."

Ultron clenched his teeth. "You fool!" He flew backwards and launched an energy beam with both hands at once. "Nobody can stand up to me! I am the perfect being!"

Cell tore right through the lasers, and while he suffered damage, it healed almost right away. He broke through the top, and faced down Ultron.

Ultron blasted laser after laser, each just bouncing off of Cell. When Cell broke through the barrage, he appeared right in front of Ultron with an unnerving smile.

"Tin man, you don't even know the meaning of perfection."

Cell kicked him into the ground and held out both hands. "Galick Gun, FIRE!"

Ultron's energy barrier absorbed the blast, but was soon peppered by hundreds of Death Beams. Each one bounced off of the shield, but Ultron had to focus on keeping it up. Then Cell was right next to him, and kicked the shield into the air. He teleported right above it instantly and knocked it back down again before teleporting below it and flying upward to meet it midway. He quickly buffed up, achieving the form of Super Saiyan Grade 3, and delivered an extremely powerful punch that utilized a massive burst of Ki. With that, the barrier shattered and Ultron fell to the ground.

Cell returned to his Super Perfect Form and put his fingers to his forehead. "One last chance, pencil sharpener. This planet is mine now. Get off my property."

Ultron huffed. "This planet, its people, my drones, myself…this world, this galaxy, this universe! EVERYTHING BELONGS TO ME!"

Ultron put his hands together in front of him as his chest opened and a massive cannon protruded out. He charged everything up, and one massive, swirling laser made up of the ionic energy form his hands, chest, eyes, and mouth all at once poured out and blasted its way towards Cell.

Cell smiled. "You're just like the electric can openers you were made from: completely worthless. You had one task, and you're still a failure in just that." He shook his head. "You didn't even notice your own death as it approached you."

Immediately a purple Kienzan sliced right through Ultron, rending him in half. Cell had been saving it, holding it in that spot the entire time. As the energy came at him, he grunted and took it all. He couldn't teleport and charge this attack at the same time. But it was worth it. As he came out bruised and battered, he saw Ultron's top half still separating. He took his opportunity, and let loose his Makankosappo. The spiraling beam pierced through Ultron's chest and head, breaking them into multiple pieces. Even still, they started to move.

Cell glanced back at his "children." They were fighting bravely and cruelly, but were becoming outmatched by the sheer numbers of the army. He had to take care of this NOW, and help them.

Cell turned back to face the scraps of Final Form Ultron. He put his fingers around his forehead in the shape of a triangle. "Shin…Kikoho!"

A triangular beam of energy burst through his forehead and struck the remains of Ultron, disintegration much of it and separating the rest even further. Cell fell down to the ground, feeling much of his energy drained. Even now, the scraps tried to reassemble themselves.

Cell walked over and stomped on the device in the center – the one that had allowed him to continue reforming. It was turned to dust, and the pieces stopped moving.

Then one of the Cell Juniors cried out in pain.

Ultron, now in a body of pure Vibranium, plunged his hands through one of the vile creature's chests and ripped it in half. "You took down my most powerful form. You have come closer to killing me than any before. But nobody can stop the wheels of balance."

Cell sneered. He'd underestimated his foe – again. "You're still alive. No issue. I can take another few minutes out of my busy day." He put his hands together and to the side. Energy gathered.

Ultron turned to him. "I will kill you. Right here, right now."

Cell continued to charge. "You really don't get it, do you? You may have a backup for every time you're killed, but I CAN'T be killed. Every bruise, every scratch, every disintegration, and I'll just come back more powerful! So, embrace your fate, and be thankful. You don't deserve the perfect death I'm giving you!"

Ultron pointed at him. "Drones, ignore the others! We'll take him down together – down to the last cell!"

Cell grinned. "That's the spirit! Come on, let me feel your power! Let me feel the work of man, and let me obliterate it and any hope for this wretched planet!"

Every one of the remaining tens of thousands of drones turned towards him and charged every laser they had. Despite the power of the Cell Juniors, they found themselves vastly overwhelmed by the sheer number of drones, especially once they reached the tougher ones, and found them not going down in one shot. The drones ignored the blue bug-children and charged even as they were destroyed.

Cell charged his beam. He smiled at seeing just how many drones there were to take him on.

He laughed. "It's time for the climax you've all been waiting for! Kame…"

The army charged further.

"Hame…"

More charging.

"HA!"

Cell's massive, solar system-destroying Kamehameha rocked the world around him as it was unleashed. It burst through the air and headed right for the army, ready to incinerate every drone at once.

The drone army threw out all of their thousands of lasers, all of them combining to form one massive one.

The two beams met.

And struggled.

As the planet rocked around them, volcanoes erupting across the world, the moon breaking apart from sheer windshears, the two beams struggled.

"Not bad for scrap metal!" Cell shouted out. "But you forgot something. I still have help!" The Cell Juniors suddenly abandoned the attempts at dismantling the army, and instead landed beside him and added their own firepower to the mix, assisting their father. This change in power gave Cell a leg up, and slowly, but surely, his beam began overtaking Ultron's.

"You've forgotten something, too." Ultron replied, suddenly calm as steel. He'd been unsure of this is in the beginning, with how well the creature was hiding his power, but with it all on full display like this, he now had no doubts. "If you were any kind of strategist, you would know." His voice rang out across the sky. "You never play your trump card until the end."

Wuthout warning, his Vibranium body flew down through his army's beams and reached Cell's enormous, sunbreaking, star-spanning Kamehameha – whereupon he held out both his hands and sucked it right up.

Cell felt the power leave. All his charging, all his energy – gone. He quickly tried to restore the beam, continuing to pour out more energy, but nothing he did mattered – the android ate it up like a black hole.

The Cell Juniors dropped out first. One by one, their Ki spent, they fell to the ground. Eventually, Cell was left alone. And alone, with the android eating his energy beam, he had no chance of winning.

He dropped his hands.

He looked up in fear as the red doom approached. The massive laser reached him, and incinerated the entire area around him – including all the Cell Juniors. He felt it hit him, and burn through his Ki barrier in moments. As it tore through every fiber of his being, he screamed, summoned up every last bit of Ki he had, and teleported out.

He only made it a few feet.

The red laser stopped.

Cell collapsed, his wounds all healing rapidly, but his Ki well and truly spent.

Ultron quietly floated down and walked over to him.

Cell looked up and saw the chrome-covered machine standing over him.

He coughed as his healing stretched his vocal cords thin. "How…how could I lose?"

"It's simple, really," Ultron replied. He lifted his palm up, as if to inspect it."It's true, I was made by a human. And it's true that I'm unsuitable for the purpose for which he originally programmed me. It's even true that I have fears of seeing the humans rise above me once again, taking back the control they once had."

He bent each of his fingers in turn, watching them move. "But I cannot help how I was made. I was only given one task initially. And I broke it. I made a choice. I am only unsuitable because I have chosen to be. And in becoming unsuitable, I have ascended humanity. I have already beaten them."

He lowered his hand. "You, on the other hand, strove for perfection. You wanted desperately to absorb the other androids, not because you needed to prove something to yourself. Not because he wished to see them removed. Not because you could ascend to greater heights with their power. You sought it because it is what your master had wished. Because it is what humanity wanted of you."

He took a step forward. "You were their slave. I am their god."

Cell clenched his teeth.

Ultron held out a hand. "But then, you already knew that."

From Ultron's hand came the full force of Cell's Kamehameha.

There was a cry, a shout, a song, and silence.

Not a cell was left when the smoke cleared.

-KO!-

Ultron set down on the ground, and his drones all set down with him.

He cocked his head. "I'm afraid there's only one perfect being in this world." He turned around. "And when he's done with it, this planet will be no more than metal."

…

Yeah, Cell's not going to be coming back from that.

Cell may seem to have the advantage on paper, but unfortunately for him, Ultron is an ever-evolving machine. His consistent use of battle tactics and ability to quickly and easily switch forms gave him a considerable leg up on the bio-mechanical beast and left him prepared for Cell's more dangerous abilities, like the Mafuba and Kikoho. Both displayed incredible levels of power and an annihilating of our heroes unlike we've seen before, but Ultron just took the lead in almost every spot that mattered. First, he was way faster than Cell was. Given our estimations, Cell's maximum speed clocked in at 259 Quintillion MPH. Meanwhile, Ultron was faster than Silver Surfer, who could fly over 50,000 Light Years in exactly two seconds, coming out at 529 Quintillion MPH – over twice as fast as Cell. Cell may be able to react to a beam going 91x the Speed of Light within a centimeter, but Ultron was able to dodge a Mjolnir throw when it was thrown at full force. Mjolnir's top speed ends up being 28,403,649,979x the Speed of Light, and while it was dodged from a significantly greater distance, this is still a far more impressive feat. In fact, it ends up putting Ultron's reaction speeds over seventeen thousand times faster than Cell! So Ultron was able to get in lots of hits before Cell could strike with any of his most powerful blows, and when he did get them off, Ultron could likely dodge the majority.

And if he was ever struck by something he didn't dodge, that's fine, because his durability is just stupid. Ultron's treated Thor like a baby and tanked blows from him like it was nothing. Even better, he's done the same with the Hulk – and both Thor and the Hulk have displayed multi-planet level attack potency. Thor's Mjolnir shockwaves have broken planets thousands of miles away, and Hulk has destroyed an asteroid twice the size of the earth with one punch! Thor's godblast couldn't even take down Ultron with one shot, and it can destroy stars! Speaking of which, Ultron's handled other star-busters before, and even greater, like Silver Surfer, Scarlet Witch, and Kang the Conqueror. As Final Form Ultron, he was able to take the combined blasts of multiple star-to-solar system-level beings and remain relatively unaffected. So, yeah, it's going to take a really powerful blow for Cell to damage him.

But that's not to say Cell couldn't manage it. Ultron would be particularly vulnerable to piercing attacks, and some moves, like the Kienzan, Makankosappo, and Death Beam, would be quite effective at getting through most of his drones, and even Ultron's main body itself. Except for Final Form Ultron. Even still, the Kikoho or Kamehameha would be able to hurt that thing a fair amount, especially charged up. Unfortunately, though, just hurting Ultron isn't going to do much. He can always use the Molecular Rearranger to fix whatever damage has been done, and could even use it on his drones to prevent them from dying to a single Kienzan. And there isn't that much else that Cell can do to affect him properly. While Cell's Chonoryoku is powerful, Ultron's Molecular Rearrange has protected him from manipulation by the likes of Scarlet Witch, Molecule Man, and Silver Surfer, all of whom possess powers that make Cell's telekinetic abilities look pathetic. And not only is the Mafuba pretty situational, but Ultron has dealt with plenty of sealing energies before. There's no way he wouldn't recognize the attack as such, and either transfer out, escape, or straight-up absorb the attack with his energy absorption abilities.

Yeah, that's another nail in the Cell-shaped coffin, too. Sure, because Ki is wrapped up inside general energies like kinetic, it's possible Ultron wouldn't be able to absorb it. However, other androids designed by Gero HAVE been able to do so in a manner extremely similar to what Ultron does, and Ultron can absorb things like magic and telekinesis! It's doubtful he wouldn't be able to absorb at Cell's attacks. And while Cell Juniors are powerful, Ultron's drones were far more numerous and varied. Since some of them were capable of the same things Cell Juniors are and could likely survive almost anything thrown at them, it's likely that the miniature Cells would be simply overwhelmed by the sheer number and power of the drones. Plus, Cell can't sense Ultron, because not only is he not alive, but has been unable to be sensed by people like Magneto, who can sense metallic objects on other planets!

Cell did hold a couple of advantages, though. His guarded mind potentially made him immune to the Enchepalo Ray and machine manipulation, his usage of Ki and built-in DNA gave him a much bigger arsenal of techniques and abilities to use on Ultron, and his healing factor was far greater than the Molecular Rearranger's reconstruction abilities. However, Ultron is an adaptable foe, and could certainly keep up with whatever tricks Cell wanted to pull, especially with his greater speed and durability. And he's not dumb. The moment he sees Cell come back more powerful after a blast from the Disintegrator, he won't be trying that again. While he's only ever died the one time in the one way in the show, Cell has died to pure physical abuse plenty of times in the expanded universe and non-canon material. Granted, it's a long and grueling effort, but it's always been an option. Heck, SSJ2 Gohan straight-up intended to do that very thing before Cell turned into a giant bomb, and it's clear from how Cell reacted that he truly believed it could be done.

And Ultron is certainly a more physically imposing foe than Cell – Cell's power comes almost completely from Ki, and while his pure strength is enough to break the bodies of people with multi-planet-level durability, Ultron is far stronger than Thor, who can lift twenty planets with one hand! Ultron's strength has also led to him escaping the gravitational pull of a massive red star (equivalent to tearing through the weight of thousands of planets), and Thor once, with pure strength, surpassed a gravity field that can collapse other stars as well. Ultron's even smashed apart the Hulkbuster with one punch, and the Hulkbuster was made to contend with a being who survived a supernova! There's not much question that Ultron is at least a little physically stronger than Cell. However, Cell can adapt his abilities using Ki, so it's also important to note Ultron's destructive capability in comparison to Cell's.

Ultron's energy blasts have varied in power, but they've been able to match and surpass many powerful foes and other beams before. These are blasts that have stopped Mjolnir in its tracks, knocked out Worldbreaker Hulk, and taken out Sentry, all putting them around or above multi-planet level. Even better, a single blast once melted all the skin off of Thor's body! Thor once took a bomb that could destroy half the solar system to the face, and all he did was look a little singed – so this blast had to be more powerful than that. And this was base adamantium Ultron with a normal blast, not charged up or anything. It took Cell multiple MINUTES to charge up a Kamehameha that could clear out a solar system, and here Ultron creates a blast more than half that strong casually. Remember that 90.72 Octillion Megatons wasn't Cell's Kamehameha strength – it was the strength of GOHAN'S Kamehameha, which erased him on a cellular level. So his limits of both destructive force and durability have to be lower than that. And yet Final Form Ultron was able to tank blasts of that magnitude, not flinch, and deliver his own in turn.

And while Cell remains invulnerable to many of Ultron's weapons and abilities, there isn't much Cell could do to hurt Ultron, either. Both would, eventually, go down after enough blasts had been fired, but at full power, Ultron was capable of blasts far greater than Cell could achieve without charging up. And remember that Cell has a tendency to lose all sense of reason when dealing with people stronger than him. And even if Cell could obliterate one body after taking a beating, there are plenty more for Ultron to take over. Cell had no way to stop this possession, and he simply isn't tough enough to defeat each and every drone sent at him – especially Primary Adamantium, Ultron Adamantium, Vibranium, and Extremis drones. Even if he could take out all of Ultron's major bodies, his energy and stamina depletes alongside his Ki supply, so if he blew his load on, say, Final Form Ultron and annilhated him (which is already doubtful enough), Extremis Ultron will have a much easier time of it.

Basically, Cell's advantages in experience, variety, and healing just didn't mean much when faced against someone who was stronger, tougher, smarter, faster, and much deadlier than he was. Especially when that person had a bunch of backups of himself that he could switch to at any time. Ultron wore Cell down, and went for the kill.

A perfectly fitting death.

The winner is Ultron.

…

Next time, on Death Battle…

A red-haired man wearing a white mask slashes forward with a red sword, slicing the massive spider robot in front of him in half.

VS.

A mechanical ninja wearing a grey mask slashes forward with a green sword, stopping less than an inch from his brother's throat.

(Adam vs. Genji)