Krillin and Future Trunks fly down to Piccolo and Cell’s battleground. Trying to escape the three Z-Fighters to absorb Android 17 and Android 18, Cell powers up a Solar Flare attack, blinding Piccolo, Future Trunks, and Krillin. Cell then flies away, as the trio tries to regain their sight. Meanwhile, Gohan, Yamcha, and the others aid Goku in his battle with the deadly heart virus. Goku's condition seems to be improving, yet he still is unconscious. Yamcha then talks about Goku beating the Androids when he is fully healed, until Chi-Chi expresses disapproval. Oolong first notices Chi-Chi's anger toward Yamcha trying to get Goku to fight the Androids so soon. Imperfect Cell now has gotten away and decides to visit the nearest city, Nicky Town, but is side tracked by some football players in spiked shoulder pads. Imperfect Cell easily dispatches them and manages to suck up one of them for power. Then out of the blue, Imperfect Cell catches a glimpse of Vegeta flying. Imperfect Cell sucks up the energy of the remaining players and their coach/driver, then enters the city. Back at the former battlefield, Piccolo is very furious about letting Imperfect Cell escape, and powers up his Ki madly. Vegeta flies toward Piccolo and asks him “What are you Namek?” Future Trunks then explains to Vegeta that Piccolo has fused with Kami, the Guardian of the Earth and is now a Super Namekian. Vegeta is then jealous of Piccolo for being more powerful than he even as a Super Saiyan. Once Tien arrives, Piccolo explains what the threat they are facing as his allies are shocked to hear about Cell. Ending this episode, Imperfect Cell has thought up a plan to kill the residents in Nicky Town and suck up their energy to empower himself.

Miyuki confronts the gang and challenges them to a bout. Kuwabara takes it easy on her since he doesn't want to fight girls. But then, Yusuke steps front and accepts the challenge. Miyuki attacks, and so does Yusuke. Miyuki uses a rope and strangles Yusuke, but Yusuke uses this for his own advantage and he bounces up and nails Miyuki with a punch right on her chest. Kuwabara yells at Yusuke and tells him to take it easy since Miyuki is a girl. Miyuki continues to attack, but Yusuke fires back with a powerful roundhouse kick right into her chest again and sends her smashing to the wall. Kuwabara gets enraged at how Yusuke treats women (even though she's an enemy), but then Yusuke gropes Miyuki's chest and groin and reveals she is transgender. Kuwabara gets confused and he tries checking out Miyuki's private parts, but Botan hits him in the head for being so perverted. They continue on as Koenma, and his servant Jorge Saotome, watch them from the Spirit World. Koenma eats some dumplings which makes Saotome envious. They make a wager on who will win, the winner receiving a royal treatment, like Koenma's. Back at Tarukane's mansion. Kuwabara suddenly pushes Yusuke away and barely avoids an attack by another enemy. It hits the band he tied in his head with the "I love Yukina" writing. It turns out another one of Tarukane's fighters has faced them: Inmaki. He has some cloaking skills and he manages to slash Yusuke's back with his wolverine-like claws. Since they can't see him because of his disguise, Yusuke tries to escape then runs into a corner. Just then, Kuwabara gives him the signal and Yusuke unleashes his spirit shotgun attack. It hits Inmaki and knocks him out. They deliberately tried to escape so that Inmaki followed them into an ambush. They continue on but Botan suddenly gets caught by another monster: Gokumonki, another one of Tarukane's fighters. He uses Botan as a human shield so Yusuke and Kuwabara can't use their attacks, but Botan manages to break out and the combined force of Yusuke and Kuwabara's flying kicks send Gokumonki flying. Tarukane is getting more and more irate as Sakyo wins another bet. So he decides to place his final bet, which he thinks for sure he will win: the Toguro brothers versus the outsiders. Tarukane reckons that Toguro's strength willwin back all the money he lost during the previous bets but Sakyo makes a high-stakes bet: all his property in favor of the outsiders. Tarukane takes the risk and seals the deal. They go into a special battle room where Toguro will await the three, and at the same time Yukina is brought there to watch how her rescuers will fare after facing Toguro. Hiei, who has been jumping from tree to tree this whole time, finally reaches Tarukane's mansion, but then he feels an intense power from within, as does Koenma, and realizes that the power is coming from Toguro himself. Yusuke, Kuwabara and Botan arrive at the battle room and confronts their next opponent, Toguro.

Optimus Primal checks on Cheetor, who is napping after he collapsed in front of the Maximals' current base, heavily damaged from the fight with the Predacons. After making sure Cheetor's okay, Primal has a discussion with Rattrap, mentioning that Cheetor has refused to use the CR chamber. Rattrap figures he wants to prove something, but Optimus is suspicious. He decides to discuss it with Cheetor in the morning, while Rattrap decides to take a little rat nap. Cheetor doesn't sleep soundly, though. From the cat's chest, a strange appendage grows, and Cheetor has a nightmare of the other Maximals (sans Optimus Primal) wanting to see 'what makes him tick', and subsequently transforming him into an ugly, mutated monstrosity, to their disgust. Cheetor awakens, glad his dream was unreal, but finds himself caught in a green light expanding out of his spark. Rattrap, awakened by the noise, heads to the lower level to see what's wrong. Before he reaches Cheetor's room, a large cat monster bursts out of it and knocks Rattrap over, then rushes away. Optimus Primal comes to help Rattrap, who (incorrectly) assumes that the big ugly monster has gotten Cheetor. In the Predacon base, Megatron hears the roar of the roaming beast and checks the radar. He figures out that Cheetor has been upgraded, explaining who his nemesis from the most recent battle was. Waspinator is sent to capture the cat-bot. Silverbolt returns to the Maximals' base, having failed to locate Cheetor (and jealous of Blackarachnia's concern for the feline). Having already surmised what is going on, Optimus Primal confronts Depth Charge, and forces an account of the relevant events out of him. Depth Charge explains that Cheetor removed some device from the Predacon machine, but was caught in the overload. Depth Charge also says that he destroyed the Transmetal driver. Awakening in a cave, Cheetor finds himself back in his usual Transmetal form again, completely repaired, but with fragmented, disturbing memories of what happened the previous night. Later, Dinobot and Waspinator find the cave, and after shredding Waspinator, Dinobot proceeds to hunt the Maximal. But inside the cave, he finds Cheetor has already left. Optimus orders the Maximals to search for Cheetor in Grid Alpha Two, but Cheetor shows up outside the Maximal base. He tries to explain that he's taken care of "the monster". Optimus Primal, being less gullible than Cheetor is clever, indicates he wants Cheetor to take him to the creature's remains. Away from the other Maximals, Primal and Cheetor talk, but before Cheetor can admit the truth, Primal's chest is fried by Dinobot. The emotional stress of Cheetor's concern breaks the cat back into his Transmetal 2 form, and he easily blasts away Waspinator away. Then Dinobot comes out and blasts the downed Primal again, and the two Transmetal 2's duel with each other, slashing away in their beast modes. When Rattrap and Silverbolt arrive, Dinobot is smart enough to retreat. Optimus reaches out to the feral Cheetor, coaxing him back to his senses. Back at the Maximal base, Cheetor tries to keep his cool while he flirts with Blackarachnia. Cheetor misinterprets her affection as something personal, when really she's more interested in his technology—and how she can get some of it for herself.

The Phoenix continues to inhabit Jean's body. Jean is beginning to lose control and the Phoenix begins to brazenly take over at will. When the Inner Circle Club learn of the Phoenix's power, they use Jason Wyngarde to create a new history in the mind of the confused Jean/Phoenix. While protecting Dazzler, a mutant club singer from being abducted by the Inner Circle, Cyclops and the X-Men get caught in this dangerous affair.