"Damn it!" Lazuli cursed while plunging lower and closer to the ground level, approaching the charred and jagged floor of the decimated Planet Caterpillia. A glance at Krillin's pitiful state confirmed to her that his stare was spaced out and his skin was going pale. Krillin was losing a lot of blood and didn't have as much time as Lazuli would've wanted to spend hiding. She needed to get onto the ship and get off this planet as soon as possible, but that would be exactly what Cell would think she'd do.

Meanwhile, wearing a pleasant smile on its face, Cell pressed its feet to the floor with a rubbery squeak and confronted the bundle of Caterpillian soldiers rushing at him from rocks and flattened villages with multiple spears per soldier to occupy the many pairs of arms. Cell jumped into the fray, dispatching of a handful of Caterpillian troopers with backhanded smacks that blew the tops of their bodies off and splattered them into thick goop while making their armored shells crack into tiny bits from one blow.

Cell's tail wrapped around the segmented head of one Caterpillan soldier and simply pulled it off, throwing it away before the stinger plunged into the open wound and drank the twitching insectoid corpse like an exotic fruit cocktail drunken directly from the fruit itself. The unfortunate insectoid alien withered away and its armored shell collapsed on the ground with a hefty thud with Cell having completely emptied all of its innards.

The terrified Caterpillans who had lost everything at the hands of this terrifying Bio-Android invader and those strange humanoid aliens that Cell fought earlier shivered in terror as Cell exclaimed a pained grunt and wrapped itself into a curl, hovering in mid-air. The outline of the slowly rolling Bio-Android lit up with bright light as Cell pumped and grew in size while undergoing a physical transformation by assimilating the Caterpillan cells inside its vast genetical network of cells.

Cell exclaimed in cheer as it straightened its body out and spread its arms and legs out in an energetic stretch. Cell's body had gained an additional armored section and grown a pair of fangs that stuck out from its beak. In addition, Cell's armor now looked cerulean blue with darker blue spots littered throughout. Cell also sported an additional pair of arms. This transformation would not last, however, as the Bio-Android stretched its tail out and widened its stinger, dropping a handful of black, round orbs.

The baffled Caterpillans observed as a handful of cackling, menacing dwarves rose from the ground. They had elongated, segmented bodies with multiple pairs of arms and antennae sticking out from the jewel in the core of their armored horn headdress. Some of the Cell Jrs produced based on the genetic blueprint of the Caterpillan DNA were blue, while a handful were thicker and larger with green armor. Each Caterpillan Cell Jr. boasted bestial fangs more than capable of ripping apart flesh or crushing armored shells protecting soft tissue and guts inside of it.

"Go, Cell Jrs, prove to these nincompoops that Cell is the apex predator of this universe," Cell directed its newly born brethren and they obeyed, lunging at the Caterpillans and ripping them apart with brutish strength, crushing their shells and heads inside their massive jaws and grinding their prey to mush with their terrifying canine-style teeth. "Hmm… Maybe an extra pair of arms might have been useful?" Cell observed the reverted changes to its physical form before turning to its little genetic descendants. Ever obedient to their more genetically advanced superior, the Cells Jrs dragged a battered and still twitching Caterpillan, missing a few limbs that a pair of Cell Jrs farther away were digging into.

Cell plunged its stinger into the back side of the dying Caterpillan and began to pump its genetic material and flush it back into Cell's body. For the second time Cell underwent the physical transformation after assimilating the Caterpillan cells, however, this time, the transformation was milder as Cell merely grew an extra set of arms and made the armored shell protecting its body more segmented to give itself more flexibility and provide its body a chain-mail-like protective effect.

"This will do, even a race of fat genetic dead-ends like these can provide the apex predator with a few improvements, it seems," Cell cackled to itself, marveling at its new form a few seconds before taking off the ground and leaving the Caterpillans to their screaming and agony. "Oh well, I'd rather not keep my older sister waiting. Krillin might not have much Ki left to offer, but her Infinite Ki Reactor could serve as an immense and never-ending source of energy," Cell said for its own amusement.

Having decided on the best course of action for itself, Cell took off into the sky and peered into the horizon as its bio-mechanical eyes activated and began displaying energy readings and scanning the planet's surface for otherworldly technology. It shouldn't have been difficult to locate an advanced Earthling Artificial Human on a planet with insectoid aliens that have barely advanced further than the medieval stage of scientific development.


"Come on, come on… There has to be a stealth setting here somewhere…" Lazuli growled to herself as Krillin's body lay suspended inside a medical pod, flushed with bubbles that cauterized Krillin's wounds. It was unlikely that even the medical pod could cover grievous wounds like those that Krillin suffered after smashing into the wall of the toll of the ludicrous power-up. Then again, Lazuli didn't lose hope that Dende's magic could still restore his arm and the use of Krillin's right side back to her husband and that Krillin could still fight again one day.

Given how passionate he was about martial arts, crippling himself for life like this would have been unfair. Especially since he did so protecting Lazuli. Tearing up to where she had to stop mashing buttons and fiddling with the spaceship controls and wipe her tears, Lazuli swore to herself that she'd cure Krillin even if she had to use the Dragon Balls to do it. Her husband would fight again one day.

"There it is!" Lazuli exclaimed in excitement after activating a light-reflective camouflage cloak and a setting that created artificial fluctuations to the fabric of space-time around the spacecraft to effectively "delete" it from the radars of any space-faring race in the universe. With the Saiyans being one of the most aggressive and violent races in the universe, Vegeta and his engineers proved effective in giving Bulma the right idea of how to bypass the detection of any developed species. An excellent measure for both attack and defense, as one could have just as easily snuck up on the enemy planet, bypassing its defensive forces, as they could have slipped unnoticed by the enemy radars.

After activating the stealth systems and engaging them to its highest setting, Lazuli gently navigated the spaceship up into the air and prepared to press the button that would have set off the hyper-drive and sent them careening through to the border of this star system and beyond, while bending space-time to accommodate the natural limitations to spacecraft travel speed and make intergalactic travel just daily commodity for a client of Capsule Corps.

However, even with the blast-off of the hyper-drive, the spacecraft seemed to be going nowhere. Lazuli blanked out in terror, racing against time to open up the porthole and see what made them stop in place. Before she could confirm her worst fears, however, a brutal shock sent her flying back and hitting the back wall of the spaceship with the back of her head. Cursing, Lazuli kicked off the wall and flew to Krillin's medical pod to retrieve his body and flee the ship. With another one of Cell's sadistic Ki blasts, the Capsule Corps' spacecraft that carried Lazuli and Krillin to Planet Caterpillia exploded into tiny heaps of burning scrap.

"That wasn't a half-bad stealth measure, as one might have expected of Bulma… However, did you really think that I wouldn't be able to track your energy readings using Puri & Co radar technology? That was naïve of you, having in mind that both you and your brother possess the same radar systems. Nowhere to run now, older sister…" Cell teased Lazuli with two pairs of crossed arms in front of it, waggling its tail in pleasure while Lazuli lowered, still cradling Krillin's unconscious and unresponsive body in her arms.

"You should let go of that corpse. It's unsanitary, besides, it leaves you wide open for an attack!" Cell teased Lazuli as its eyes turned red and fired a pair of super-heated Jelly-Beams with fiery properties. Lazuli grumbled in physical strain and raced away from the scan of Cell's eyes, just barely managing to elude Cell's eye beams before Cell snapped directly in front of her and threw a half-assed swing of a hammering fist, prompting Lazuli to turn around and take the blow with her back.

Screaming, the Artificial Human dragged across the charred landscape of Planet Caterpillia, still cradling Krillin's mangled body in her arms. However, after Cell violently put her down with it, Lazuli found her opening to let go of Krillin and put him behind a jagged charcoal formation as she stood out in front of the charred barrier and put her body in front of her husband's resting place, offering herself as a shield.

"I won't let you hurt him," Lazuli barked out, spreading her arms out. "I'm the one you want, not him! You've already learned his moves."

"That's true enough, I suppose," Cell shrugged, untangling one pair of its arms. The armored composition protecting Cell's arms now had a more rubbery forearm protective layer with a handful of venomous violet spikes sticking out in the place of wrist blades. "It's your Infinite Ki Reactor that I'm after. Because of how naturally powerful you are, you'll prove to be an incredibly nutritious snack for me in terms of an energy boost, meanwhile, the Infinite Ki Reactor will replenish your energy resources in no time at all! By keeping you around, I'll become almost unfairly strong."

"Tsk, as if I'll let you treat me like your snack!" Lazuli sneered, clenching her fists and preparing for a hopeless fight she couldn't have possibly won.

"You don't strike me as someone with an abundance of choices. I'm holding all the cards here," Cell snickered, as if this response stroke its own ego too.

"Krillin pushed you to your limit and then some, you've run out of Super Saiyan and King Kai's Fist and your body must be strained after pushing Super King Kai's Fist as high as you did. I can do it. I know I can!" Lazuli barked out in defiance, adopting a fighting stance and promptly taking off in a headstrong charge right at Cell.

Everything went black for Lazuli. The Artificial Human snapped herself awake in mid-air, promptly turning down to see Cell's lower pair of arms unraveled with its bottom right arm extended off to the side while the disenchanted Bio-Android stared off blankly where Lazuli was before charging directly at it. Just as Lazuli cupped her hands together and launched a barrage of pink Ki blasts, homing in on Cell, the upper pair of arms untangled and Cell smacked the Ki blasts aside without much trouble.

"Silly older sister," Cell smiled. "While you were running for your life, I've restored the energy I've lost and then some by draining the energy of some feeble local wildlife. Your fighting senses betrayed you and, in nature, when your senses betray you–you die."

In a snap, Cell closed the distance between itself and Lazuli, frightening the Artificial Human with the suddenness of its approach and forcing her to break her stance. Another backhand made Lazuli go limp and blank out the conscious look in her eyes. Cell's upper left arm snagged Lazuli out of the air by her collar while its upper right arm smacked her down front and back, then flung the Artificial Human for freefall.

"Fortunately for me, your physical state won't affect the effectiveness of your Infinite Ki Reactor, unlike how the battle power of Earthlings dips when they are put through the wringer. That means that I can both enact some long-awaited retribution and still have use of you," Cell sneered with a sadistic smirk, lowering the bottom pair of its arms with their index fingers extended and unleashing a hailstorm of electric Jelly-Beams that hit Lazuli in a bombastic barrage that burned the surface areas they hit while simultaneously shocking her body with immense electrical charge of billions of volts. "Hmm… Maybe I should sever your arms and legs to make you easier to feed on and prevent having to beat you down every time?"

Lazuli still seemed to have some energy left in her. Immediately after hitting the ground like a heavy sack she vaulted backward, returning to her feet and pressing her arms by her sides with her fists pointing outward, tensing up her whole body as Lazuli exploded with an intense misty-rose-colored aura that dimmed down the ravaged atmosphere of Planet Caterpillia in contrast. This sudden eruption of vitality made Cell's eyes widen in surprise and for the language of Cell's body to turn defensive subconsciously. Cell turned its right side to Lazuli while putting up all four of its dukes to defend itself.

"Well, well… Who would have thought you still had this much power left? However… I'd wager this is your everything. You put that precious Infinite Ki Reactor into overdrive, didn't you? I see Krillin has been a bad influ…" Cell was bantering before Lazuli shot right at him with a wicked left hook. The danger Lazuli's sudden outburst represented prompted Cell to shut up and block her attack by catching the incoming fist just inches away from Cell's jaw.

"I will protect Krillin. I will kill you!" Lazuli proclaimed, burning up with roaring overdrive power as her hair washed wildly at the mercy of the Android's raging misty-pink aura.

"Amusing, show me your power. All of it!" Cell smiled, throwing Lazuli's fist away and liberating the Artificial Human while opening itself up for attacks as if the Bio-Android meant to fully enjoy them.

Lazuli charged at Cell, whipping her leg with a stiff kick to the midsection, but Cell blocked it by bending its own right leg. The enraged Android transitioned into a leaning uppercut to Cell's solar plexus, but Cell's lower caterpillar set of arms deflected the attack easily. The misty rose aura burst around Lazuli more vibrantly once again as the Artificial Human took off backward in a hasty retreat, prompting Cell to open up again only to catch Cell slipping and unleash a raining hell of Ki blasts on the Bio-Android.

"Not bad…" Cell teased Lazuli after the smoke cleared out, revealing Cell having braced for impact and crossed both pairs of its arms. Something snapped inside Cell, the Bio-Android's eyes widened in shock as calculations ran down its scanners and the monstrous insectoid began scanning the skies above instead of the image of Lazuli it saw directly in front of it.

Just as Cell anticipated, the Lazuli it spoke to just now revealed itself to just be an afterimage that soon turned blurry and vanished without a trace, with the real, amped-up Lazuli rushing in from above with a flying dive kick. Cell's tail wrapped around Lazuli's heel, spinning the Android around and whipping her about to discombobulate her while Cell channeled an energy blast in its left hand and pulled Lazuli in for a point-blank slam. Lazuli answered by slamming a Ki blast of her own, with the two Ki blasts detonating and blowing the two combatants away from one another, canceling each other out.

"Hmm… Krillin was by far the more explosively powerful of you two, however, you have much more sustained, long-term battle power. You're able to compete for far longer on a much higher level than his default battle power," Cell commended its opponent, having surmised that it had previously underestimated Lazuli's strength somewhat. She may not have been able to amp herself up a million times in a fraction of a second, but she had a remarkable default battle power that never dwindled in battle. Krillin and his wife were a pair that contrasted each other in battle and adopted approaches to battle that were vastly different from one another.

Lazuli stonewalled the worthless compliment of the sadistic parasite haunting her and her husband with a desperate sneer. It was self-evident that Cell was just toying around. Lazuli had amped her far beyond the highest threshold of her battle power by kicking her Infinite Ki Reactor into overdrive and that wouldn't last, meanwhile, not even in her amped-up state did any of her attacks connect. Not to mention, Cell didn't need to tap into Super Saiyan genes or use the King Kai's Fist to fend Lazuli's strongest attacks off. She could have tried smashing through that thick wall with her head first for a few more seconds before tapping out and succumbing to temporary reactor shutdown as it reset, or she could have hit Cell with everything she had right now and gone out in a blaze of glory.

"Dammit, Krillin… I wish you weren't this close to the battlefield right now, but I don't have the luxury to…" Lazuli grumbled out while channeling a pair of Ki spheres in each hand with so much energy contained inside each of them they sparkled with an electric blue light that dimmed the entire hemisphere in contrast. The energy spheres radiated destructive rays that dragged across the ruined battleground, scorching the charred wasteland that's left of Planet Caterpillia. "You'll pay for messing with me and my husband, you freak!" Lazuli swore, intending to wipe that smirk off of Cell's face if it were the last thing she did.

"Wow, that's a lot of energy you're building up there. But aren't you leaving yourself a bit too open, sister?" Cell cackled in mockery and threw a pair of instantaneous Kienzan discs buzzing at the exposed elbows and knees of Lazuli, aiming to realize its earlier threat of quartering the Android before capturing her to serve as Cell's constant source of energy snack.

Something was off, however. Time itself seemed to freeze as not even photons were moving anymore. That was a reaction time far beyond anything Cell had ever witnessed before. Even as someone who had seen Krillin's King Kai's Fist X1 000 000 rob the spotlight, Cell spaced out in shock and awe at Lazuli's speed and flat-out ungodly reaction time. By leaving a dozen of broken self-reflections laden in ultraviolet light, Lazuli retreated in the stopped time and let the Kienzan whizz past her without harming her whatsoever. From outside, it seemed like Cell had utterly missed with its aim. Had it not been for Cell's flawless analytical abilities, Cell would have been fooled as well.

Then, in a flash, Lazuli was in front of Cell with her elbow dug deep into Cell's solar plexus. The terrified Bio-Android's jaw shook in sheer surprise at the Android's speed. She directed all the excess energy produced during reactor overdrive into her sensors and neural link, making her reaction time impeccable and landing a hit on her impossible, even to someone who's perfected the art of being strong and mastered combat, as Cell has. By super-charging her neural link, she ensured that her speed matched the ludicrous reaction time she could display in battle when in overdrive.

While initially, the elbow slam didn't seem to hurt Cell, that was only because it took the force of Lazuli's blow a chilling second to catch up to the Bio-Android. Once it did, a rumbling quake sent Cell flying away and soaring straight into space and everything went black and the very fundamental particles comprising every object in the universe flashed past Cell in the Bio-Android's hasty backward flight.

Having noticed blurs of blond, Cell looked up and noticed Lazuli soaring above it, enveloped in a misty-rose aura and having fully absorbed the twin destructive ray gamma bursts she produced earlier. Lazuli kept up with Cell, leaning forward with her arms pointing backward, like a racing bird of prey. The razor-sharp diva then consumed even the aura that her body was emitting, using it for one additional burst of speed to elegantly vault over to Cell's wide-open backside as she raised her arms over her head and channeled a massive energy bomb above her head.

"Stay away from me and my husband. Better off, go die, asshole!" Lazuli barked out. "Infinity Dance!" she chanted out before thrusting her arms and the fully charged energy bomb down to erupt into a massive energy wave that swallowed Cell up whole with ardent white light and golden electrical crackles. The energy wave carried Cell off to some faraway planet and made the entire system go supernova.

"Damn…" Lazuli panted, feeling utterly powerless and, for the first time in decades, tired. "I shorted out sooner than I thought I would. I only wish that… I could have seen you one last time. Please, Krillin, live on…"

Before Lazuli could close her eyes and accept the fate of being doomed to hover powerless and shut down in the middle of a dying star system, a beam of cerulean light washed over her and whisked the Artificial Human away from the way of the expansive, raging supernova. This same sky-beam then pierced the atmosphere of Planet Caterpillia and picked up a mauled and dying body of an Earthling martial artist, instantly transporting it across the universe to a cybernetic planetoid soaring in deep space and eclipsing even the largest stars of the local cluster.

Blitzing from the heart of the supernova and racing across the expanse to its outermost edges, Cell rapidly looked around in an attempt to find Lazuli's powered-down body. Not even when Cell copied Lazuli's incredible energy management method and diverted a ridiculous amount of energy to its sensor systems to scan every speck of rock in this dying system could Cell pick up any traces of Lazuli anywhere.

"DAMN YOU!" Cell screamed out with rolled-back, whited-out eyes as pulsating veins ravaged the Bio-Android's face and its escalating battle power formed a concussive force field around Cell that beat back even the expansive firestorm of the supernova that Cell just plunged out of. It was as if the cluster of exploding celestial bodies were just gnats for Cell's force field to smack back down and silence forever.

Yet another lowlife trash outwitted Cell and escaped its clutches through sheer luck and the force of their willpower. With its fists clenched and shaking in wrath, Cell raced across the universe, looking to find the pathetic remains of Krillin's body and punish them for Lazuli's persistence. Little did Cell know that all it would find would be merely blood stains on a charred, rocky wasteland, inhabited only by rabid Caterpillan Cell Jrs.