Ryan Shinlon tells Goku and Pan that it is very unlucky for them to face him... He tells them that there is no hope for them to return home alive now, and they should hurry and die... Goku tells him that from his just his looks, he seems pretty weak. Ryan tells him that of the 7 evil dragons, he's considered the most powerful. Pan is not impressed.

Then Ryan realizes what he must do... He'll show them real power... Then he starts pretending to look like he's begging with tears in his eyes and tells them that they will be the ones begging for their lives. Even if they look good, he won't show mercy. Pan asks him if that's all he has to say, then slaps him across the face, sending him bouncing into a rock wall.

Ryan gets up from the pile of rocks with a bleeding lip... Pan asks if he's going to give up, and he'd better quickly do it... Then she did what Ryan did (with the crying eyes), and tells him that if he begs for his life, they will let him go. Ryan asks if she thinks that's all it takes to beat him... Pan asks him what the difference between now and when they win... She tells him he's too weak, and wants him to give the 2 star Dragon Ball back.

Ryan wipes the blood off his face... Goku wonders if he knows how to... Then Ryan starts sucking in air, and says "Haven't you heard the saying that it isn't over until the final act little girl." Pan tells him she knows who the stupid one here is, and attacks again. Goku yells at her to be careful, and that he may know how to change forms. Pan punches, but bounces off the now grown Ryan Shinlon (from sucking in the air).

Goku tells her that if he knows how to transform, then once he does he can become much more powerful. She warns him not to underestimate him, he may be able to change forms... Pan starts to agree, since she thinks an Evil Dragon can't be this pathetic (Ryan starts sweating)... She tells Ryan that she'll wait, and she'll fight whatever he turns into... Goku warns her to be careful again...

Ryan starts sweating a lot now... Gill warns Pan of danger... Pan stares at Ryan with a sweatdrop running down her face... Ryan tells them that he doesn't know how to transform, and a blush appears on his face. Goku, Pan, and Gill fall in shock. Ryan quickly shrinks back to normal size. Goku apologizes for over-estimating him. Pan tells him to stop saying these pointless things then, he sounded like he was absolutely sure. Goku apologizes again, and says he never thought that guy could be this weak.

Ryan tells them that only weaklings need to do things like tranform... He tells them that he's truely a powerful being, so such tricks are not necessary. Pan asks if that's so, and she starts attacking. She launches punch after punch into his gut, then strikes the back of his head. Goku and Gill watch on, and Goku comments on how he can't even watch, the winner is too obvious.

Pan kicks Ryan in the chin, knocking him down, making him see "stars" (actually, there's a star, rocket, planet, and lightning bolt). Pan thinks to herself that it's a flawless victory, and that she's never won like this before. Pan then asks him what he's going to do, since he now knows how good she is. She tells him to quickly hand over the Dragon Ball, or else she'll have to give him more "lessons".

Ryan slowly gets up, calling her detestable (he has a bandage on his head now), and tells her that the battle is only beginning. Goku tells him he better give up and not be so stubborn... The difference in power is just too great. Ryan tells him that's not true, and Goku thinks he's being too arrogent, which reminds him of Mr. Satan. Pan tells him that if he doesn't surrender then she'll have to beat him within an inch of his life... Ryan gets mad and tries to hit her with his tail.

After Ryan lifts it back up, he notices Pan is gone... She shouts from above, and kicks him in the head, sending him sliding off. Goku comments on how easily he was beaten again... Pan asks him if he gives up yet. Goku tells her that's enough, this creature is... Ryan gets up. Goku comments on how he can really take hits.

Pan notices Ryan hasn't given up yet, and she just wants the Dragon Ball back... Ryan starts asking her if she's getting the Dragon Ball so she can wish to be taller, then asks maybe it's because she wants to fix her ugly eyebrows. Goku and Gill step back in fear, and Pan tosses Goku her backpack. Pan gets pissed, as flames appear behind her, and she starts her attacks again.

Pan elbows Ryan in the head, then launches a barrage of punches and kicks to his face. Goku comments on how he told Ryan not to keep going, and how he asked for it... Gill says Pan is dangerous... Pan finishes off with a slap to the face, which sends him flying, but this time, he lands on his feet. Goku notices that... Pan asks if he's given up yet, and that he better surrender...

Ryan starts quietly chuckling... Goku thinks something is wrong... He thinks Pan's attacks are losing it's effects on Ryan... He also notices Pan is losing more energy than before... Ryan starts laughing... Pan asks him why he's laughing and attacks again. She launches a punch, but Ryan blocks. She continues attacking, but Ryan blocks everything. Goku thinks that creature really does improve his skills slowly... Then he yells to Pan to quickly finish him off.

Pan tells Ryan that she'll defeat him soon, and that he was only lucky before. She launches a kick, but Ryan catches her by the leg... Pan thinks this is not possible... Ryan tells her that the winner usually gets beaten down first, but now it's his turn to fight, and now no one can stop him. He punches her in the gut, and Goku rushes in... Ryan dodges by disappearing, then reappears, and grabs the two of them by their backs.

Ryan calls Goku a bad kid, then smashes their faces together. He twirls them around and throws them off into the distance... Ryan catches up, and tells them that they must know the difference in power between them now... Pan calls him detestable, and attacks again. Ryan dodges and grabs her by the waist. She struggels and screams for him to let go... Goku comes to the rescue, but he is knocked away by Ryan's tail.

(Commercial Break)

Goku lies upside-down a little away from Ryan Shinlon. Ryan laughs and tells them that he'll finish them now... Pan continues to struggle calling him a pervert... Goku gets up and goes Super Saiya-jin. Then it fails... He collapses to the ground saying he has no strength left... Ryan tells him it's useless... He can't use his strength now...

Ryan tells Goku to look at the lake (of black sludge now)... Goku takes a sniff and discovers it stinks. He thinks nothing is wrong with the lake, it just stinks a little... Ryan tells him that the negative energy from his body is great... He turned this lake's water into poison, and that this entire area is covered by his negative energy... He tells them that the poison has been affecting them all this time...

Pan then realizes it was because their bodies are becoming weaker, that he is getting stronger... Ryan Shinlon tells her it's not him that's getting stronger, it's only them that's getting weaker, and that's pitiful... Goku calls him dispicible saying that fighting should be fair... Ryan tells them it's their fault for not realizing the negative energy.

Pan then asks that since he always talked about his negative energy, what that is. Ryan Shinlon asks Son Goku if he remembers the kid called Upa. He explains (while flashing back to DB when Goku made a wish for Upa) that Upa's father, Bora, was killed by Tao Pai Pai. Goku made the wish to Shinlon to revive Bora. That's when the negative energy increased in the Dragon Balls, which formed into him. Goku asks if it was his wish to resurrect Bora that created... Ryan tells him if simplified, then he's right.

Ryan thanks him for that, then bowls Pan over knocking Goku down. Goku tells him if that's the case, then he will have to defeat him no matter what... Ryan tells him it's impossible, and tells him that he barely has enough energy to stand... He tells him that if a wind were to blow by, he wouldn't know where he would end up... Then he tells them he'll create the wind so they can relax.

Ryan Shinlon continues saying that since they made fun of him earlier, he'll make them regret it as he sends them to hell. He yells "Shenlon Dragon Dai Shinru" (I think; and it translates to Shenlon Dragon Big Quake) and a yellow blast with coloured balls in it fires from his mouth hitting Goku and Pan. He tells them that's his revenge for looking down at him...

Goku praises him for being such a strong opponent... Ryan Shinlon thinks they are pretty good for surviving that... But if they were to just stay they would die anyways, so he's going to do them a favor by killing them both right away. He grabs the two of them and walks towards the lake... Goku asks what he's going to do, while Pan struggles to get him to let go.

Ryan Shinlon tells them he plans to throw them into the lake which has been completely saturated by his negative energy. So at the bottome, you'll become nothing but white bones... Pan doesn't like this at all, and Goku thinks they're in trouble now, if they are thrown in, there is no way for them to be revived... Ryan tells them it's time to die, and prepares to throw them in.

Then, a missile hits Ryan Shinlon. Gill tells him to quickly release Pan. Ryan asks him what he's doing... Gill notices he hasn't "damaged" Ryan at all... Ryan tells him because he's a robot, his negative energy had no effect, but tells him he's too weak, and hits him with his tail knocking him into the lake. Then he tells Pan not to worry about him too much, for she shall be joining him soon, and he throws her in. Goku calls for Pan, and Ryan tells him he doesn't have to, since it's his turn now, and he is tossed in.

Pan sinks into the lake... Goku is seen sinking faster in the background... She holds her mouth closes, and wants her Grandpa to help her... Her father, her mother, Trunks, her Uncle Goten, Grandpa Satan, anyone... She hopes they hurry and save her... She lands on the bottom, and notices some bones, the dirty water...

Then, something starts pulling Pan's leg... Gill is dragging Pan elsewhere. He brings her to some clean water, where she recovers. Gill tells her that the pollution here is zero. She coughs out some dirty water, and Gill inquires if she's ok. She recovers and thanks Gill (I believe somehow by thought, since lips didn't move), then tells Gill to go rescue her grandpa, and he rushes off.

Up above, Ryan Shinlon is delighted at his success... He says the winner is always the one that can hold out the longest, no matter what... In the water, Goku breathes out the dirty water, Pan asks if he's ok (again w/o moving lips), and Goku gets up. He wonders why the water here isn't affected, and Gill points to an underwater spring. They see clean water coming up from the crack, then Pan tells Goku to blast it. Goku doesn't understand why, but is willing to do it. Pan tells him if the water rushes up, it'll help them return to the surface. Goku fires his Kamehameha blowing up the crack, making the spring into a geyser.

Up above, Ryan Shinlon thinks once he spreads his negative energy poison thoughout the world, he'll become the strongest. Then, this world will all be his heaven. Water starts bubbling from the lake, and a geyser shoots up clean water along with Goku and Pan. They float behind Ryan and call for him... Goku tells him that the clean water has restored them... Pan thanks him for telling them his secret, so now they won't hold back to finish him off quickly.

Ryan Shinlon gets scared and starts diving towards the lake... Goku calls for Pan, and they prepare a Kamehameha together... Pan yells this is their revenge... They fire it, hitting him just before he reaches the lake... The Dragon Ball flies into the sky and lands in Goku's hands... They watch as the cracked, dark Dragon Ball fixes itself right before their eyes.

They cheer, and Goku drops the 2-star ball into the polluted lake. Pan tells him she's not going in to get it... Goku doesn't want to go either... Pan tells him that she's not going back into the dirty water no matter what... Goku tells her he doesn't want to either, and that his sense of smell is twice as strong as a normal person's... Pan tells him that they can't just leave it, and tells Goku to go down again.

Goku still refuses, and Pan still orders him to go... Gill pops out of the water with the two-star ball in his hand. He hands the Dragon Ball over to Pan, she thanks him, and comments on how useless her Grandpa was... Goku doesn't take that well... Pan says they have succeeded on getting their first Dragon Ball, and they cheer together... There are six evil dragons left... Will they be as easy?