Fortified by his combining with Nail, Piccolo begins battling Frieza - and surprisingly manages to hold his own. The two exchange blows pretty evenly for a good portion of the fight. Piccolo eventually realizes Frieza slightly holds the upper hand, so Piccolo removes his weighted training clothing and begins winning against the tyrant. Frieza finds himself backed into a corner, so he decides it is best to transform again to fight Piccolo. Becoming his grotesque, ugly third form, Frieza once again gains the upper hand and begins obliterating Piccolo with a rapid finger beam blast. Gohan rushes to rescue his mentor, and when Krillin tries to follow suit, Vegeta stops him - revealing to Krillin that he may have a strategy that will allow him to defeat the tyrant.