Android 17 asks Piccolo if Cell is his "inbred mutant cousin", though Piccolo reveals he thought that the two were affiliated and Android 17 questions him on why he thought he would know Cell. Cell calls 17 his "brother", the latter calling on him to explain and Cell promising he will before he calls Android 18 his "sister" and licks his beak mouth, disturbing her as she says, "Oh, f**k no." In turning his attention to Android 16, Cell is confused as to who he is, prompting 16 to introduce himself and Cell to for the most part to ignore him and then start charging up. 17 remarks that Cell's statements did not explain anything, leading Piccolo to reveal his name and that he was from the future, though 17 is doubtful and sarcastically calls himself a park ranger. 16 found this position nice, as he expressed, leading 18 to exclaim for the group to focus as Cell finished powering up.
Back at Kame House, Tenshinhan feels Cell's energy and asks if that is who he thinks it is, which Krillin confirms as Master Roshi laments that they still do not have the detonator. Krillin further confirms that they do not as Tien expresses that they are out of time and need to do something now, which Krillin agrees with before Chi-Chi suggests that one of the Z-Fighters meet Bulma halfway on her trip to bring over the remote since they can fly faster than the speed of sound. Master Roshi asks which one of them will go as Krillin calls dibs and flies off, which he says works and states this is all they can do until Goku and Vegeta get back before Tien flies off in a rage as he exclaims that he is not a spectator and is a warrior. Chi-Chi asks Master Roshi if he will help to and he refuses, confirming it is due to his age as he sits on the grass. Chi-Chi then asks where Yamcha is and the latter reports from inside the house that they are out of toilet paper as the toilet flushes.
After Cell's power-up, Kami says he has gotten a bit stronger, but they have this, though Nail denies that claim, saying that they will be killed when Piccolo is killed by Cell. Kami tells Nail that he is trying to boost Piccolo's morale and calls him an idiot as Cell asks Piccolo if his power is hard to bear. Piccolo turns to Cell and asks him how many people he absorbed, though Cell only replies ominously, "Enough." He walks over to Android 17, who tries to dismiss him by mentioning that he killed Dr. Gero himself and suggesting they finish the family matters before being grabbed by Cell, leading him to ask him to come again. Cell agrees to at his insistence but is knocked away by Piccolo.
Android 17 asks Cell if he were to believe him where they would go from there and feels disturbed him saying inside of him, telling him to stop it. Piccolo calls Cell a "walking, talking petri dish of the galaxy's strongest fighters", which Cell takes as a compliment and tells Piccolo that flattery is not needed from him since he is already "inside" of him, which Piccolo retorts with a "Stop it." Android 17 asks if there is anything else he needs to know about Cell and the latter tries to get Piccolo to tell him about his taking on of an entire battle ball team at the same time. 18 asks if he is kidding and when Piccolo confirms to her that he is not, she is unimpressed.
Android 17 returns to the subject of why he is there, to which Cell tells him that it is rude to talk about those who are in front of you. 17 then asks him directly and Cell calls him a "bitch" while reasoning that he drinks people. Android 17 dismisses his statement with a "F**k that" and charges at him, though is ineffective, as is Piccolo, the pair both being tossed around. Android 16 recommends to Android 18 that she leave since Cell is too powerful for the pair and she reasons that she cannot leave due to her curiosity, since she wants to see how the battle plays out.
16 calls it a poor decision and 18 admits that while it may be, it is hers to make. Nail asks the recovering Piccolo if he has anymore moves left to use against Cell and he reveals that he does as he starts charging his Light Grenade. 17 decides to get out of the way of the attack as Cell walks towards Piccolo and is caught in the blast. 16 laments that he "never stood a chance" and 18 reminds him of how scared he was of Cell, though 16 reveals he was not talking about Cell as the latter reveals himself unscathed by the move.
Nail says their last-ditch effort did not work, leading Kami to ask if there are "last-last ditch efforts" as Piccolo yells "NAIL GU-" before being knocked out by a blow from Cell to the face. Cell asks Piccolo if he has any last words and the latter making only a sound in pain, leading Cell to remark his "words" were well-said and fire a beam directly into his chest, dropping Piccolo's energy to such an extent that not only does it go out, but also makes both Gohan and Goku take notice with the latter stating, "That ain't good." Cell throws Piccolo's body into the water and with the latter's hand sticking up as he sinks into the water, Kami assumes that this is the end and Nail says that it has been a privilege fighting with them.
Back at Kami's Lookout, Goku remarks that even if Piccolo had not died, they still would not have Dragon Balls, calling it a "funny thing" as Gohan calls out for "Mr. Piccolo" as he tries leaving the lookout but is stopped by Goku, who holds him down while he swears that he will kill Cell. Goku stresses the latter is too strong for him and Gohan reasons that Piccolo would let him go, though Goku quickly denies this and mentions that his son's mentor is smarter than him, leading Gohan to reconsider since Goku made a "good point." Goku then mentions that the door to the Hyperbolic Time Chamber will open the moment he leaves with Mr. Popo telling Gohan that Goku is correct.
Cell remarks to the androids that Piccolo "died as he lived", leading 18 to question if he meant drowning before Cell elaborated that he meant alone. 16 calls it sad, Cell agreeing with him and says that he knowns how Piccolo felt before asking the androids, his self-proclaimed "siblings", to come with him and be in a "world of perfection", the disturbed Android 18 telling him to stop it. Android 16 tells Android 17 they need to go but the latter wishes to play things out, 16 calling it a "poor decision" with 17 acknowledging this but reasoning that it was his to make as he charges at Cell, being beaten down with ease moments later.
Cell remarks that 16 was not wrong as his tail descends on Android 17, who calls its inside "the grossest thing" and Cell tries to comfort him with saying that he will be reunited with Android 18 in five or ten minutes at the most after his absorption, stating afterward his intentions to take his time killing everyone on Earth including Goku. Android 16 takes him by the shoulder and asks if he cared to repeat that, calling him a "son of a bitch" as he punches him across the face and causes him to release Android 17. The recovering Cell asks 16 if he has "another one" in him, prompting 16 to tell him to stop it. Android 17 is impressed and asks both where that came from and what took him so long, 16 replying that he was waiting to see how things played out and revealing he was not capable of sarcasm after 17 asks him, leading the latter to say that he was "proud" of him.
Android 16 then announces to Android 17 his intent to "eliminate" Cell, confusing 17 since he thought he was programmed to only kill Goku, before 16 justifies his involvement with acknowledging the DNA of Goku being in Cell which he feels make the fight "acceptable". 16 charges at Cell, who guesses they are "doing this now", and the latter gets a hit that knocks him away and allows him to enter his tail into 16's neck. Cell calls his actions so far "an admirable attempt from the red-headed step-child" but tells him not to feel too disappointed since he will be a part of him. As he tries absorbing 16, however, he notices that it is not working and asks if he is made of pure metal, 16 confirming by mentioning that he is Android 16. Cell remarks that "errors have been made" before being thrown to the ground and trying unsuccessfully to convince Android 16 not to rip off his tail, leading him to scream in pain as Android 17 says he was not ready for today and 18 joins in with saying that she doesn't think any of them were.
Cell gets up and asks 16 if he knows how long it will take him to grow back his tail, which the former does in seconds as 16 asks "Pardon?" Cell reveals that he can regenerate thanks to the genes he received from Piccolo and calls the ripping off his tail a fruitless effort, only consoling that it "hurt like hell." Android 16 says his first mistake was "starting at the wrong end" and then reveals that he plans to next rip off his head, though Cell tells him his second mistake is assuming he will give 16 another chance. Cell knocks 16 to the ground and starts racing towards him before he fires his Rocket Punch and lands a direct hit, with Android 18 unimpressed and Android 17 calling it "so cool!"
Android 16 picks up the battered Cell from the ground and throws him into a hole. "What is HAPPENING!? Where the F**K am I!!!?" Cell yells from the hole. 16 pulls off his arms, preparing a blast. Cell takes note of the increasing glowing light; 16 shouts for Cell to "WALK TOWARDS IT!" Cell does and takes the blast, 18 afterward expressing amazement that 16 defeated Cell, though 16 questions her on why she is still there. 17 remarks that they're a team, but 16 is adamant of them leaving since he doesn't know if he can fully defeat Cell, and if he absorbs the two, he'll cause havoc over the world. 17 argues that they were going to do so anyway, but 16 says he has grown to like the two.
Over their journey 16 has grown fond of the earths landscape. The trees, the birds, the people, and the birds. 16 declares he doesn't want to cause anymore destruction, and the other two agree. 17 states they should forget causing chaos, killing people, and especially killing Goku (though 16 tells him not to get carried away). Unknown to them, Cell gets the jump on Android 17 and absorbs him. 18 can only watch in horror as her brother is absorbed by Cell; as Cell pushes 17 down his tail into his body, 17 yells for them to pull off his tail as he's too cool to die. However, he is swallowed into Cell's back with a gulp and the monster evolves into his Semi-Perfect form.
As electricity crackles over Semi-Perfect Cell's body, his eye turns to 18...
- Ganxingba – Android 17, Tenshinhan
- Lanipator – Piccolo, Krillin, Master Roshi, Mr. Popo
- Takahata101 – Cell
- Shudo Ranmaru – Android 18
- Remix – Android 16, Kami
- Hnilmik – Chi-Chi
- Faulerro – Yamcha
- Hbi2k – Nail
- MasakoX – Goku, Gohan
- Android 17's claims of being a park ranger are the exact sentiments expressed by his alternate timeline counterpart in the "History of Trunks" special.
- Krillin calls Chi-Chi the "beautiful woman who lives in Goku's house." This line was also said by a sleeping Goku in the movie "Dragon Ball Z Abridged Movie: Revenge Of Cooler".
- Cell’s evolving scene in the stinger is a reference from the "Nail is Piccolo, and So Can You!" stinger when Freeza powered up into his 2nd form.
- First appearance of Semi-Perfect Cell, in a non-speaking cameo at the end.
- Voice actor for 17, GangXingba, sent Kaiser an hour and a half long audio file filled with different takes of his lines for this episode
- Voice actor for Cell, Takahata101, almost passed out after doing his recording session for this episode's Cell lines.
- The Stinger of the episode references the evolution scene from the Pokémon series. The sound clip for Imperfect Cell is from Syther, and the sound clip for Semi-Perfect Cell is from Smoochum
- The sprites in turn, were from DragonBall Z: Legendary Super Warriors for the Gameboy Color. According to KaiserNeko, he got the sprites from http://www.spriters-resources.com/
- In the Episode Breakdown segment, KaiserNeko explained there were two scenes that did not make it into the final product due to time.
- One scene would involve Nail criticizing Piccolo's naming choice for his new attack (another grenade attack name) and would have suggested using Nail Gun.
- 17 would have had a longer fight with Cell, but was removed for pacing reasons.