Cell becomes much more humanoid in this form, complete with fully-formed nose and mouth. Since he no longer has a need to absorb other creatures, his tail is retracted and now used for creation of Cell Jr's, although in Dragon Ball GT, it is shown that Cell can still bring his stinger out and absorb other people. His wings also reappear. Along with his previous two forms, Cell can brandish an aura the same color as a Super Saiyan. He is smaller than in his previous form, being only about Piccolo's height.
Cell becomes significantly more arrogant in this form due to his increase in speed and power, and now only wishes to test his own power. He also gains Frieza's polite mannerisms, Vegeta's self-confidence, and Goku's laid back nature and love of fighting.
Krillin was enraged by Android 18's absorption and immediately attacked Cell. However, Cell barely registered the hit, and he "lightly" kicked Krillin away, nearly killing him. Vegeta, unimpressed by the display, was eager to resume the battle, which Cell obliged. Cell merely toyed with Vegeta at the beginning, absorbing his attacks without any sign of damage; when he did strike back, the kick he delivered blew Vegeta away, smashing him into a rock formation. Vegeta then challenged Cell to take his next attack head on without dodging it and fired his ultimate attack, the Final Flash. Cell nearly takes the full brunt of the shot, vaporizing everything to the right side above his torso. Though Vegeta thought he was victorious, Cell proved otherwise; his cells from Frieza allowed him to survive and function with virtually any wound and those of Piccolo allowed him to regenerate from damage instantly. Almost immediately following the attack Cell regrew the destroyed area and was back. Vegeta now attacked in desperation, firing off dozens of Ki bolts, but Cell simply walked through it and with one swift combination of attacks incapacitated the Saiyan.
With Vegeta out of the picture, Future Trunks was free to fully power up without worrying about injuring his father's pride. He soon reached full power, and was apparently stronger than Cell; the downside was that the increased muscle mass drained his stamina quickly and made Future Trunks significantly slower as well: a bit afterwards, he could not land any hits on Cell. Vegeta later tells that, unlike what Future Trunks originally thought, he also can fully power up his body but doesn't do so because of this ability's weakness and scolds Future Trunks for not realizing the weakness until now. Cell chided Future Trunks, stating that simple brute force is worthless and quickly demonstrated that he too could increase his muscle size if he desired. At this point Future Trunks forfeited the match and was willing to allow Cell to kill him. Cell considered it, but decided not to after realizing how much more powerful Vegeta and Future Trunks had become in just a few days, and that Goku would be challenging him soon. He instead decided to hold a tournament in ten days, taking all challengers since he saw it would be a good way to test his new power. He also admits to Future Trunks that he has no interest in conquest--just entertainment, primarily through the fear of others.
Cell spent the next morning creating the arena where he would hold his tournament, the Cell Games, and then makes a live television broadcast of it to the world. He stated that he would take on as many challengers as there are and, if he is able to go through them all, he will then exterminate all life on the Earth. While at the arena waiting for the day of the competition to arrive Goku arrived briefly to check Cell's power level and they engaged in small talk. This is then followed by an attack by the Earth's army, but this proves hopeless as Cell, with a single gesture, destroys them all with a form of psychokinesis.
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