Picollo and the green insect have a little chat before they due battle. He reveals his name is Cell. He is made up of cells from the greatest warriors throughout the universe. He contains brain cells from Goku, Vegeta, Tien, Yamucha and even Freeza. These cells allow him to know the attacks. He tells Picollo that he knows Goku's kamehameha technique. An army approaches to put an end to this creature, Cell does away with them with one blow. now it is up to Picollo. Picollo struggles with the fight as he is equally strong with Cell. Picollo loses his arm and Cell begins to tell Picollo the full story behind him, seeing that he will kill Picollo afterwards. Cell explains that he is Dr. Gero's ultimate creation. He is an android. After Cell's explanation, Picollo regains his injured arm and Trunks and Krillin come to his aid. Cell flees seeing that he is unnumbered.

Cell goes out to search for androids 17 and 18 because once he absorbs them, he will become unstoppable. Picollo and Tien chase after cell in hopes of finding him. Meanwhile, Trunks and Krillin find Dr. Gero's underground lab where the shematics for androids 17 and 18 are kept. They even find a tank where cell is growing. They destroy the lab and everything in it so other timelines won't be affected by Cell. Trunks takes the schematics to Bulma while Krillin aids the rest in a search for Cell.

Cell is out terrorizes South City when he runs into Krillin. Krillin saves a Mother and her child from being absorbed by Cell. Krillin engages in a short battle with Cell and Cell runs off. Meanwhile, Goku has finally recovered. He figures that if Vegeta, Trunks, him, and Gohan train in the room of spirit of time, they can become stronger and survive the fight with Cell. The androids come looking for Goku at Roshi's island but run into Picollo, who then faces off with android 17. They seem to be evenly matched. Goku, Gohan, Trunks, and Vegeta reach Kami and prepare to train. Bulma arrives to bring them Saiyan uniforms to train in. Vegeta and Trunks enter the room first as Goku and Gohan wait for a day to go by so they can train.

Picollo and 17 still engage in battle but then Cell arrives to devour 17. Picollo faces of with Cell to prevent him from absorbing 17. Picollo tells 17 and 18 to get away from there so they won't get absorbed. It seems that Picollo cannot handle the battle. Then, the silent android 16 steps in. 16 gets rid of Cell's tail so he won't be able to transform. But due to the cells of Picollo inside him, Cell is able to regenerate. Cell manages to slip away from 16 and sneak up to 17. Cell finally manages to absord 17 inside his body, and transforms into his 2nd and stronger form.

Tien arrives on the scene to try and stop Cell. He aim powerful psychic attacks at Cell to prevent him from absorbing the other android. Tien buys enough time for androids 16 and 18 to hide from Cell, but every move drains Tiens power. Goku teleports to the battlefield and takes Picollo and Tien with him.

Vegeta and Trunks have finally completed their one year training in the chamber. They head to the battlefield to comfront Cell. Meanwhile, Goku and Gohan are next and proceed with their training. Elsewhere, Cell's temper rises as the androids won't give themself up so he destroys a chain of uninhabitant islands getting closer to the one that 16 and 18. Cell manages to find android 18 but just then, Vegeta and Trunks arrive on the scene. Vegeta begins to power up and summon all the new strength he has gained from the intense year training within the chamber. Trunks recalls the hardships he had to face inside the chamber while training with his father. Back in the chamber, Gohan faces a tougher struggle as he is pushed to become a super saiyan by Goku.

Vegeta fights Cell and is pummeling him into the ground. Cell sees that he cannot win and tells Vegeta that if he absorbs android 18, he will become even stronger. Being full of pride, Vegeta allows Cell to absorb. Krillin arrives with the remote control detonator for android 18, which will destroy her and Cell will not be able to become complete. Krillin hesitates becaouse he has a sort of a thing for her. He destroys the remote and tells 16 and 18 to get away. Vegeta gives Cell the go ahead on absorbing 18 now with the controller snashed. Trunks outraged punches Vegeta away from the battlefield. Trunks fights Cell head on. Vegeta, now in a puddle, rushes back and stops Trunks, giving Cell the time to absorb 18. Cell finally absorbs the android and becomes complete.

Gohan has finally become a super saiyan, Goku realizes that the transformation uses lots of energy, so he and Gohan remain in their super saiyan forms so it feels normal to them. Back at the battle, Cell has become perfect. Vegeta's attacks prove to be no good seeing that Cell is now perfect. Krillin and Trunks attack together while Cell seems undamaged. Cell gives Vegeta the beating of his life. When Vegeta is unconscious, Trunks tells Krillin to get Vegeta as far away as possible so he can use his full power. Krillin takes Vegeta out of there and Trunks powers up. Trunks remembers in his time how the androids have destroyed everyone and is determined to stop Cell so this world is not doomed as his was. Trunks and Cell do battle for a while but soon realizes that he is no match for Cell and powers down to normal.

At this time, Cell asks Trunks how he and Vegeta have became stronger in such short time and if they could do it again. Trunks replies that they can and Cell then announces that there is going to be a tournament, The Cell Games in ten days. And he wants a lot of the world finest warriors there. Trunks goes off to tell the others.