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Trunks tells the others about Cell's tournament. It will be held in nine days, which doesn't give them much time to prepare. Cell builds the tournament ring, and begins to get the word out about the Cell Games.

As Goku and Gohan continue to train in the Hyperbolic Time Chamber, Yamcha and Krillin begin to get ready for the Cell Games. Cell goes on television and announces his plan to the world. He challenges Earth's best fighters to beat him.

Goku and Gohan finally emerge from the Hyperbolic Time Chamber, and Trunks gets them up to speed on what's happening. They decide that in the nine remaining days until the Cell Games, Piccolo will go in the Chamber first, followed by Vegeta, and finally Trunks. Goku decides that he and Gohan don't need another period of training in the Chamber, and will finish their training outside. Goku confronts Cell to size him up.

Goku asks Korin to weigh his strength against Cell's, and the verdict is that Cell is still stronger than Goku. However, Goku doesn't seem worried by this at all. He seems to have a secret plan. Meanwhile, Cell begins to warm up for the tournament by flying into space and destroying some meteors. Goku sets out he and Gohan's training regimen, which is three days of rest, three days of training, and then three more days of rest.

As Goku continues to relax, Gohan goes into town and befriends a young girl named Lime. While there, he discovers that the villagers are panicked about Cell, and have built a shelter. Mr. Bourbon, the rich man who owns the shelter, hired General Tao to force the villagers to do what he says. Gohan is forced to step in and take him on.

Chi Chi reminisces about the story of how Gohan was named. Goku, Gohan, and Krillin relax by picking apples. Goku remembers an incident involving the tree and a baby Gohan. Later, they celebrate Gohan's birthday.

Piccolo emerges from the Hyperbolic Time Chamber as a much more powerful warrior, and Vegeta takes his place inside to begin his training. As Cell awaits the start of the games, the Royal Military shows up to try and stop him. Of course, their attempts are futile, and Cell smites the entire force. Goku, wanting to bring all of these innocent people back to life, decides to locate the remaining Nameks and ask one of them to become the new guardian of Earth.

Goku travels to the Nameks' new planet, and Dende decides to become the new guardian. Mr. Satan announces that he will be fighting against Cell in the Tournament. Once Dende arrives on Earth, he creates a new Dragon and a new set of Dragon Balls. This new Dragon will be able to grant two wishes at a time. Goku then begins to gather up the seven balls.

With the Cell Games right around the corner, Mr. Satan is busy attending rallies in his own support. Meanwhile, Goku is tracking down the last two Dragon Balls. He finds that General Tao is in possession of them. Rather than risk a fight that he knows he'll lose, Tao challenges Goku to unlock three puzzle rings to earn his Dragon Balls. Finally, Goku gathers all seven Dragon Balls, and just in time, because the Cell Games are ready to start.

The Cell Games have finally begun, and all of the Earth's fighters have come to take on the evil tyrant Cell. Mr. Satan shows up first, convinced that he will be the one to take down Cell.

Mr. Satan's students show up and decide to fight Cell first. Each of them is defeated with virtually no effort from Cell. Mr. Satan then steps in, and is defeated in a more "forceful" manner, with Cell pushing Mr. Satan aside... into the mountainside. Finally, Goku steps into the ring to fight Cell.

The fight between Cell and Goku begins, and the Earth begins to shake as they fight. After they finally land back on the ring, it is revealed that it was just their warm-up. Goku prepares to power up to full strength as the real battle is about to begin.

With Goku and Cell fully powered up, the battle begins, and as the match progresses, Cell realizes that they are very evenly matched, and so he resorts to trickery. First, he uses Tien's multi-form trick. Then he tries Piccolo's Special Beam Cannon and Frieza's final attack. Frustrated, he fires an incredibly powerful Kamehameha wave. Luckily, Goku is able to direct it away from the planet, and teleport back to the ring.

The battle between Goku and Cell continues to heat up. Both of them seem to have even strength and speed. After Goku nearly falls out of the ring, Cell decides to destroy the ring and continue the fight with no rules. With nothing restricting them, the battle quickly intensifies, and as they fight, their power seems to increase. As they fight on, Goku decides to attempt to trick Cell by preparing a Kamehameha wave from up in the air. Cell doesn't believe that Goku would risk destroying the Earth, and so does nothing to defend himself. As the other fighters look on in horror, believing that Goku will release it from the air, Goku uses his Instant Transmission technique, and appears directly beneath Cell. He unleashes the wave directly into Cell's chest, and when the dust clears, Cell is severely maimed. It appears that Goku has won the tournament.

As the dust clears, Cell's mangled body becomes visible. While the rest of the Z Fighters believe that they've won, Goku thinks differently. He senses that something isn't right when he can still feel a large amount of energy in what's left of Cell's body. Suddenly, Cell's body stands up, to the horror of virtually everybody, and regenerates the missing parts. Cell's energy has been depleted by the attack, but Goku's energy has been depleted more severely, and as the battle continues, it becomes clear that Goku is no match for Cell. Knowing that he cannot win, he declares that Cell is the winner. The Z Fighters, and Cell, can't believe it.

After Goku's shocking declaration, Cell claims victory over Earth. But, Goku says that Cell has one more competitor to fight. Cell has already fought and defeated Vegeta, Trunks, and Piccolo, and these three are supposed to be the strongest of the remaining fighters. Goku stuns everyone by selecting Gohan. He claims that Gohan's strength far exceeds his own. Despite the rest of the Z Fighters' protests, and even despite the fact that Goku willingly gives Cell one of their Senzu beans, Goku remains confident in Gohan's strength. Gohan then powers up and begins his battle with Cell.

It appears that Cell has delivered the final blow to Gohan. But, Gohan is able to recover, and he looks more powerful than ever. He warns Cell that if he is pushed, an unbelievable power will be unleashed. He tells him about the time Raditz came to Earth and he was forced to let loose his amazing strength to save Goku. He also tells Cell about the time he had to do the same thing to save Krillin from Frieza. Instead of being scared by this, Cell is intrigued, and is determined to push Gohan to his limit so he can test himself against this awesome strength.

Cell begins to punish Gohan in every way he can think of in order to unleash his hidden power. He inflicts as much pain as he can on the young Saiyan warrior. As Cell is trying to crush Gohan, Android 16 jumps in and grabs Cell. He attempts to use the self-destruct explosive inside his chest, but finds that he can't. Krillin reveals that Bulma removed it while repairing him. Cell destroys 16 with one blast, and then turns his attention on Gohan's friends. His tail opens up and seven tiny "Cell Juniors" pop out, one for each of the Z Fighters.

The Cell Juniors are attacking the Z Fighters, and there's nothing they can do to defend themselves. Only Trunks and Vegeta are able to remotely put up a fight. As they continue to beat up on them, Android 16's head rolls towards the camera crew, and makes his final wish: he asks Mr. Satan to bring him to Gohan. Running through the crossfire caused by Piccolo's "Rapid fire" technique, he throws 16's head towards Gohan. Once there, 16 tells Gohan that it is okay to fight if you're doing it for the right reasons, and to unleash his power. After he utters his final words, he is crushed by Cell. This is enough to push Gohan over the edge, and to transform into a Super Saiyan 2.

Gohan, angered by the destruction of Android 16, begins to ascend to a Super Saiyan 2. Cell initially thinks that Gohan is making the same mistake that Trunks did, by simply powering up. Eventually though, Gohan fully transforms into a Super Saiyan 2, to the amazement of the Z Fighters. Gohan is fully powered up now, to the delight of Cell, until Gohan snatches the bag of Senzu beans from Cell before he realizes it. With the beans in hand, he begins to attack the Cell Juniors. One by one, he destroys each of the Cell Juniors, each with a single blow. Trunks comments that he did the transformation right, increasing his strength without losing speed. When Gohan is finished destroying the Cell Juniors, he gives the senzu beans to Trunks, to distribute to the wounded Z Fighters, and moves on to Cell himself.

Cell and Gohan begin to fight, and from the start it is clear that Gohan is far superior to Cell. None of Cell's punches are landing, and Gohan doesn't even appear to be trying. Piccolo comments that the reason Goku fought Cell first was to show Gohan how Cell fights. Cell decides that he should fight at full strength. As he powers up, the Earth itself shakes. But even at full power, and delivering a quick blow to Gohan, Gohan is able to easily deliver two crushing blows to Cell, severely damaging Cell. It appears that Gohan has won, although Piccolo comments that it's not over yet.

Gohan, no matter how many attacks Cell throws at him, is totally unfazed by Cell's attacks, and it looks more and more like Gohan will win the battle. Desperate, Cell aims a massive Kamehameha wave at the Earth, hoping to destroy it. Gohan counters this with an even bigger wave, which hits Cell, and dismembers him. Gohan starts to reveal the sadistic qualities of the Super Saiyan 2, preferring to let Cell suffer, despite Goku's protests that Gohan must destroy Cell now. Cell regenerates himself, and becomes enraged, and powers up to an extreme power level, but makes the same mistake that Trunks did, and is unable to hit Gohan due to his size. Gohan then delivers several crushing blows to Cell, including a kick to his gut, which eventually causes Cell to regurgitate Android 18.

With Android 18 no longer a part of Cell, he regresses to his second imperfect form and finds himself absolutely no match for Gohan. Goku pleads with Gohan to end the battle immediately, but Gohan's new found arrogance causes him to simply toy with Cell. In desperation, Cell decides to blow himself up along with the planet, but Goku makes the ultimate sacrifice. He transports Cell to King Kai's planet, and they are destroyed in the blast. Goku has managed to save the Earth from certain doom...at the cost of his own life. As the Z Fighters are mourning the loss of their friend, and Gohan angered that his arrogance caused him to lose his father, Cell suddenly reappears and easily kills Trunks with a single blast.

Cell is once again in his perfect form after regenerating from his own explosion. He reveals that one single cell was left after the explosion, and that was enough for him to come back. Vegeta becomes enraged at the loss of his son and attempts to take on Cell on his own. He unleashes a barrage of blasts at Cell, but is eventually tossed aside easily by the even more powerful Cell. Cell aims a blast at Vegeta, attempting to finish him off, but Gohan dives in front of him and takes the blast himself. Gohan survives, but is severely injured, losing the use of his left arm, and what's more, Krillin has no senzu beans left. Cell then begins to charge up a Kamehameha blast to destroy the Earth, and proclaims that he will live forever.

Cell is through playing games, so he decides to take out Gohan, and the Earth, once and for all. While powering up his Kamehameha wave, he explains how he became Dr. Gero's "ultimate perfection". Gohan thinks this is the end of the world, but suddenly Goku begins to speak to him telepathically through King Kai. He tells Gohan that he has the strength and that he cannot give up. So, despite only being able to use one arm, Gohan powers up the biggest Kamehameha wave he can maneuver and aims it directly at Cell, just as Cell releases his wave.

Gohan and Cell's waves collide, creating a crater in the Earth. As Gohan struggles to put all of his energy into his wave, Cell's wave begins to overtake his, despite the telepathic encouragement of Goku. Seeing that Gohan is losing, Piccolo comes to his aid and attacks Cell. Although the attack is deflected with no effort from Cell, he continues his efforts. Tien, Yamcha, and Krillin all join in, but it is all for nought. Just as it looks like Cell is going to win, Vegeta fires a giant beam directly at Cell, and this distraction is just enough for Gohan to make the final push and defeat Cell. The Perfect Android disintegrates into nothingness, thanks to Gohan's Kamehameha Wave, and the battle was won.

With Cell defeated, the Z Fighters head to the lookout to summon the dragon. This dragon is able to grant two wishes, but unfortunately Goku can't be wished back because he's already been brought back from the afterlife. Although they think of a way to revive him, Goku suddenly speaks to all of them through King Kai. He says that all of the trouble that has been caused on Earth is because of him. Frieza, the Androids, and Cell were all after him. He seems to be a magnet for trouble, so he decides to remain in the Other World for the Earth to be safe without Goku. Now they have one more wish left.

Because no one can think of a good wish, Krillin decides to use it to turn Android 18 into a human. However, Shenron says it is beyond his power to do that. Then Krillin wishes to take the explosives out of her, which Shenron accepts. After Trunks goes back to his own time, life returns to normal for the rest of the Z Fighters as Gohan tells Chi-Chi that Goku will not come back this time and Chi-Chi begins crying about her loss.

Back in his own time, Trunks decides it is time to end the fight once and for all. He finds Androids 17 and 18 and easily defeats them. Later, the Cell in Trunks' timeline attempts an ambush, but Trunks' foresight gives him an advantage. Trunks, being much more powerful than Cell, quickly dispatches him. The nightmare is finally over. Meanwhile, Goku and King Kai begin their journey to the Otherworld.