In the city, people are screaming for their lives... There are burning buildings, and Goku and Chii Shinlon are still battling (Chii using his tail, Goku dodging). The people run in fear as the pair move above them... Chii now using his hands/claws to attack, Goku continues to dodge as Chii laughs evily. Chii starts to think fighting someone who won't fight back is getting boring. Chii then lands on a building, crushing it, and tells Goku again that he is bored, and if he counter-attacks things would be different.

Chii Shinlon laughs evily, and we see Pan's bandana wrapped around one of Chii's horns... Inside, Pan is all tied up, and pleads for Goku to save her. Goku tells him not to get cocky, for using Pan's body to inhibit him. Chii asks him what's wrong, and asks why won't the strongest Saiya-jin destroy his own granddaughter, and then he laughs some more. Goku is a little worried, and thinks to himself that Chii Shinlon has obtained Pan's powers.

Chii Shinlon asks Goku what's wrong and wants him to attack him. Goku tells him to shut up. Chii tells him that he's a lot more powerful now and can even do this... He puts his hands together, and starts saying "Ka... Me... Ha... Me... Ha!", and fires the Kamehamaha at Goku. Goku moves out of the way, and it goes through the city hitting a building in the distance, and exploding. Goku looks at that in anger, and Chii Shinlon starts blasting him at point blank range.

The blasts however all pass Goku by, and as Goku looks, they hit various buildings. Chii tells him that he can do any move his granddaughter can now. Goku looking back, the city is basically in flames and rubble now... Chii asks him if he's really angry, and if he really wants the Dragon Ball he has. He wants him to quickly do it, and laughs some more. A little girl is seen crying for her mother, and the city is shown to be pretty much destroyed.

Goku curses Chii for causing all this destruction, and Pan is heard (while seeing an image of her) telling him to hurry and beat him or the whole city would be destroyed. Pan tells him to not worry about her, and use his full power to take care of Chii Shinlon. Chii laughs happily/evily again, and starts blasting the place again. Pan tells Goku to hurry and power up. Goku looks on angrily. Pan tells him that she can't go on knowing her body is causing all this suffering, if things continue this way, she'd rather just die.

Goku tells Pan that she didn't have to say it, he knew, and now even he can't stand it anymore and he powers up. He tells Chii that he will now grant his wish about seeing him fight as an "ape", and will turn into a Super Saiya-jin 4, then tells him to not regret it. Goku powers up further sending a whirlwind of energy and dust around him. After it subsides, SSJ4 Goku floats in the air, and smiles. Chii Shinlon laughs, and asks him if he really thinks changing forms would help him, and to not forget that in his body...

Goku interrupts, saying that he said that stuff already. Chii Shinlon asks if he's really willing to... and Goku kicks him in the face, knocking him into a building. Chii thinks it's impossible... Goku tells him he's turned into a SSJ4 now, and has lost his humanity, and he kicks him in the head. Goku continues saying that even he won't know what will happen in this state, and pulls him by the tail. He tells him that he brought it upon himself, and it's time to regret it, then Goku throws him by the tail.

Pan, inside, feels the impact, and is happy saying "that's my grandpa". Chii doesn't know what he wants, and questions if he really wants to kill his granddaughter, and if he's really not afraid of death. Goku tells him to stop speaking nonsense, and should fight a good fight now. Chii gets mad, and attacks with his hand/claws. Goku catches it, and prevents Chii from moving. Then, Goku flips him.

Goku tells him it's over now, and he must retrieve the 7 star ball. Goku starts powering a Kamehamaha. Chii tells him to stop, or his granddaughter will die. Goku disappears and reappears kicking Chii Shinlon down, then asks where all his confidence went. Chii Shinlon starts laughing... Chii tells Goku that he's wasting effort, since he won't use his full power. Goku asks him what he's talking about. Chii tells him to stop pretending, even though he changed it a SSJ4, he still doesn't have the heart to beat him.

Goku tells him it's not true, and will fight seriously to beat him. Then Chii asks him why he didn't just use the Kamehameha a moment a go to defeat him. Goku's face start to worry... Chii tells him that if he's really serious, he should put all his power into a 10X Kamehameha to beat him. Chii starts walking towards him and asks him what he's going to do... Goku backs up a little... Chii tells him that his most powerful move should be the Kamehameha, and taunts him to attack.

Pan tells Goku to blast her with the 10X Kamehameha, and to not hold back. Goku thinks about Pan, the time at the beach, and on another planet looking for Dragon Balls with Trunks and Gill. Pan tells Goku to hurry, she doesn't like being like this. Goku says he knows, and apologizes to Pan, then positions himself for a Kamehameha. Chii laughs thinking he won't do it... Goku says "10X"... Chii tells him to stop playing around... Goku continues saying "Ka..." This gets Chii scared.

Goku continues with the rest of the words, and Chii Shinlon thinks it won't be possible for him to do it. Goku tells him that he can no longer allow him to remain on this Earth, and Pan agrees. Chii asks if he's really serious, and Goku fires the 10X Kamehameha. Chii Shinlon is being blown away, and along with Pan. She lets out some tears and says "Good-bye... Everyone".

(Commercial Break)

At the Son Households, Gohan is walking back to his house carrying a couple of containers of water. Inside, Videl is preparing some tea, and looking worried. Gohan comes in, and tells her that he got some water from the river. She thanks her husband, also saying the tap water no longer runs, and wonders how Earth is now. She sets some tea for Gohan as goes over to sit.

Videl then wonders how Pan is doing. Since she can be troublsome, she wonders if she is bothering Goku. Gohan tells her not to worry for it may be the opposite; Goku may be bothering Pan. Videl cheers up saying that it may be possible. But then, the worried looks on Gohan and Videl return on their faces as they look at a picture of Pan.

Back at the battle, the red light of the 10X Kamehameha is subsiding... Goku breathes heavily... The light subsides, and the smoke clears... Goku can't look as he thinks of Pan... But when the smoke is cleared away, Chii Shinlon is still there to Goku's surprise. Pan wakes up, still tied inside Chii, and wonders what happened.

Chii Shinlon starts laughing (he's a little messed up now though), Goku wonders how it's possible... After being hit by a 10X Kamehameha, he should be dead. Chii Shinlon tells him that in the end, he just couldn't hurt his own granddaughter, so he never actually used his full power. Goku denies this, then Chii asks him why he's still standing then. Goku is shocked. Chii continues saying that the 10X Kamehameha and it probably wasn't even a 5X one.

Chii Shinlon tells Goku he has already lost. Goku doesn't accept this, and flies up to attack, but is whacked away. Then, is driven into a building by Chii's hand. Chii again tells him he has lost, and pushes him further in, destroying the building. He tries to step on him a few times, but Goku scrambles out of the way. Chii wants him to counter-attack; fight back. Pan, inside, yells for Goku to fight also.

Chii eventually starts hitting Goku with his hands, scratching it him up in the face and chest with his claws. Then, Chii fires a Kamehameha hitting Goku. Goku lands on top of a building... Goku just lies there, saying he's to be very tired now... Chii thinks it's funny, even the ape couldn't win against his own granddaughter. He tells them, in the end, he's still human, a stupid human.

Chii Shinlon tells him all he has to do is crush him, and it'll all be over. Goku tells him there's nothing he can do, he's tired, both in mind and body. Chii laughes evily, and Pan wonders why he doesn't continue fighting. Pan asks if he's really going to concede in front of Chii. Goku closes his eyes... Chii Shinlon then decides to let Goku see his loved one, one last time before he kills him. He tells him that he is after all "Super Chii Shinlon" from the Dragon Balls, so he will grant this wish.

Pan's face starts pushing out of Chii's body, and Chii tells him to say his last words to her. Pan's upper body emerges from Chii, and Pan wonders why this is. Pan is in disbelief, she cries saying she's disappointed and says she's not her grandpa... Goku lies motionless with his eyes closed still... Chii tells her it's enough, and it's time to send Goku to hell... Chii then starts pulling Pan back in.

Goku wakes up at this moment and grabs onto Pan. He tells Chii that he's being careless, and he himself was only pretending to lose waiting for this moment. Goku now grabs onto Pan with both hands, and yanks her out. Chii Shinlon starts shrinking. Pan is glad to see her grandpa, then faints.

Chii Shinlon is revealed to be truly a little brown mole-like creature with the Dragon Ball on top of his head. SSJ4 Goku sees this from the rooftop, and Chii gets scared. Goku goes to say that because of him, he almost lost a loved one, so no matter what, he won't let him get away. Chii looks around for something to possess, and Goku jumps down to appear in front of him. Goku asks what's wrong, since was so confident before, and also asks if it's because he can't do anything by himself.

Chii Shinlon curses him, and Goku asks what he's going to do next... Chii thinks that he needs something fast, anything, a rat, a frog, a bee... Goku then asks is it because he can't find another body, he won't even fight back now, and also calls him pathetic. Chii then spots a bird (crow or raven I believe) flying overhead, and leaps for it. Goku looks calling him useless...

Just as Chii Shinlon was about to take the bird, Goku appears in front of him (Bird yells "Idiot, idiot!" and flies off). Goku tells Chii that he's useless and deserves to die. He continues saying that he only uses the bodies of other's and never even though of using one's own powers. Chii tells him to shut up, this is his preferred method, so he has no right to stop him. He then fires a blast hitting Goku right in the face.

The blast had no effect. Then Goku punched Chii in the gut, for that innocent mole (he possessed in the last episode). Then Goku punches him in the face, for all the people that died in this city. Goku starts punching him over and over again, and last of all for Pan, then he prepares the Kamehamaha, and fires. Chii Shinlon is vanquished, and Goku catches the 7 Star Dragon Ball.

At Pan's side, Gill says he detects a Dragon Ball, while Goku holds it above her. Pan wakes up, and Goku puts it by her face and does a voice saying "I want to borrow your body!". Pan sees the Dragon Ball and hears this, and freaks, crawling back. Goku laughs, Pan gets mad for the trick and chases him as they fly off the rooftop. Gill says that they have 4 Dragon Balls now and says "Yay!". But there's still 3 Dragon Balls left, the world might come to an end soon, so work hard Goku!