The movie starts as Android 17 is killing his own creator Dr. Gero, while Android 18 looks on. After succeeding in killing Gero, the two rebellious androidss take flight, and we see a large trail of Gero's blood seeping into a crack on the floor. This leads to the lower floor of the compound where the Doctor's computer works tirelessly on his ultimate creation, Cell. In the background, you see three unopened chambers, marked 13, 14, and 15.

The movie then picks up at the mall, where Trunks, Krillin, Master Roshi, and Oolong are waiting impatiently for the 'Miss Prettiest Girl in the World Contest'. As it doesn't start for several hours, they all have their own little perverted fantasies about the girls, (except Trunks...)

Goku and Gohan are shopping with Chi Chi, and beginning to wonder why women shop so much. Gohan decides that it's her special way of relieving stress. With that, Chi Chi throws Goku a few dozen more boxes to carry.

Suddenly, there is panic in the streets, as two strange people are destroying all that gets in there way. The two beings don't appear human, as the shorter of the two has a maroon tone to his skin, and the tall, muscular one has a complexion that of stone. It seems they are clearing a path towards the mall.

Krillin, Roshi, Oolong, and Trunks have all met up with Chi Chi, Gohan, and Goku, at a restaurant, having found out that the beauty contest wasn't until the next day. A huge explosion interrupts their meal, as the entire top of the building explodes sending the crew flying. Goku tries to figure out who could be capable of such an onslaught, and he notices the two people from earlier charging up ki blasts. He instructs the others to leave the city, as he believes them to only be after him. This is true, as he learns that they are actually creations of Dr. Gero sent to assassinate him.

They proceed to fight, putting Goku at a disadvantage, having to battle two powerful creatures at once. Trunks comes to his aid, and suggests they take their fight away from the city and to an abandoned polar region in the north. They fly off with the androids in hot pursuit. Gohan and Krillin look on, and wonder if they would be of any use in this fight. Gohan decides that even if it is against his mother's wishes, he has to try and help, so that his father will have a better chance at surviving the battle. Krillin doesn't want to follow, but Chi Chi gives him a swift kick in the rear that sends him flying.

Back to Gero's lab: The chambers marked 14 and 15 have been opened, thus ensuring that the two creatures seen earlier were in fact the design of Gero. Abruptly, the chamber labeled 13 begins to flash, and open, revealing yet another android. A shadowy figure who, just like the others before him, only utters the phrase "Goku..."

In the arctic tundra, Trunks and Goku have begun the assault on the two androids, which are leaving them a bit dazed. A voice from above is heard. It turns out to be the new android, a lean, tall, white-haired model, and he seems unimpressed by Goku's fighting abilities. They wonder just how many robots Gero made, and number 13 explains that it wasn't Gero who made them, but the computer itself. It had amplified the Doctor's hatred for Goku, several times, and they were the end result. He hits Goku with a large Ki beam, which throws him down into the icy depths.

Trunks is doing his best to fend off 14 (big one) and 15 (small one), but they're just too much for him. 13 Fires his powerful S.S. Dead Bomb, but Vegeta suddenly intervenes, and joins in the fight. He takes on 15, while Trunks continues to attack 14, and Goku trades licks with 13. He is quick to warn the androids that they've been underestimating them all along. With that, they all three go Super Saiya-jin, raising each of their powers far beyond the comprehension of the androids. This pleases Gohan and Krillin as they look on to see that they're back in the game.

Gohan decides to fire a blast at number 13, which does little more than catch his attention and make him send another right back. It is blocked however, by Piccolo! He rushes onto the scene and assists Goku in the struggle.

Vegeta is still in combat with 15, when the android suddenly explodes from severe damage, leaving a mess of computer chips. Trunks slices 14 in half with his sword, destroying it as well. All of the warriors congregate around the now lone, 13, and prepare to strike. But, wait, it seems 13 has an unusual ability. He is able to absorb the two androids and there chips left behind from there destroyed bodys. As a result, he becomes Super 13, a pumped-up version of himself that takes on a blue skin tone with spiky red hair and yellow eyes.

Being the glory hog he is, Vegeta attacks Super 13 with all his might, does absolutely no damage, and is beaten literally into the ground. Trunks tries to help his father, but is quickly sent crashing into a mountain by one of 13's blasts. Piccolo is easily disposed of, and even Goku doesn't seem to stand much of a chance. 13 has seemingly become far too powerful to deal with now.

Goku then begins to make a Genki Dama. Slowly but surely, the energy ball gained in size, all the while Trunks and Vegeta are doing their best to use what strength they have left to buy Goku all the time he needs. Piccolo jumps in and grabs 13, steering his Dead Bomb away from his path.

Goku transforms to Super Saiya-jin mode, and Krillin brings it to our attention that he can't use a Genki Dama in that form, since his heart is full of hatred. It turns out that he doesn't throw it at all, he actually absorbs it within himself, creating an ultra power stasis around his body, and melting all of the surrounding ice. When 13 tries to punch him, his hands begin to disintegrate. Goku eventually punches straight through his stomach, sending 13 flying backwards and eventually turning to nothing but dust.

After the battle, Goku gathers up the others and takes them on a boat ride home. The scene switches to a hospital, where Gohan and Krillin are bandaged up and many of the others are standing around talking with them. Gohan asks what happened to Vegeta and Piccolo after the battle, and his dad tells him that, "knowing those two, they're just fine."

The scene switches to Vegeta and Piccolo afloat on a small iceberg, sitting with their backs turned to one another.