Piccolo sneaks into the Red Ribbon Army's secret base and learns of their plan to try and conquer the world again. This time, they have Dr. Hedo--a naive super genius and grandson of Dr. Gero--on their side, and have deceived him into helping them build androids. One of these androids is Cell Max, a giant, even-more-destructive version of the original Cell. They've also managed to convince the gullible scientist that they are the good guys trying to save the world, and that Capsule Corp., Goku, and everyone who fought against them all those years ago are the actual bad guys. And what better way to start thinning the evil crop than by kidnapping Gohan's daughter Pan to lure him out and destroy him?!