Dende finds Krillin and they head to Frieza's ship to summon the Dragon. Vegeta is sleeping, and awakens to find the Dragon already summoned. Piccolo has been brought back to life as the first wish, and then teleported to Namek for the second wish. Vegeta wants the third wish to ask for immortality, but just as Dende is asking, Guru dies and the Dragon Balls turn to stone. Vegeta's wish is not granted, and to top it all off, Frieza shows up furious that the Dragon has been summoned.

Frieza Transforms!
Vegeta is able to take on to Frieza, so Frieza transforms to his second form. Piccolo, just wished to Namek, senses the fighting and heads that way. Along the way he sees the dying Nail, and fuses with him. Piccolo arrives at the battle and stands up to Frieza. Frieza transforms again. Piccolo is no match for Frieza in this form. Krillin blasts a Distructo Disc at Frieza and cuts off his tail. Frieza quickly flies to Krillin and stabs him with his horn. Gohan attacks Frieza to save Krillin, and is beaten close to death. Krillin, who has been restored by Dende, lures Frieza away. Dende now heals Gohan. Piccolo rejoins the fight, and Frieza focuses on him. Vegeta wants Krillin to attack him, so that he will be more powerful after Dende heals him. Vegeta's strength increases each time he is beat to near death. Frieza continues to fight Piccolo until he's defeated.

Gohan is furious at Piccolo's death and powers up. His hidden powers are revealed as he takes on Frieza. Gohan is too much for Frieza, so he transforms into his final form. While Frieza transforms, Dende heals Piccolo. Dende also reluctantly heals Vegeta.

Frieza sees the usefulness of Dende's healing, so the first thing he does after he transforms is eliminate Dende. He also tries to blast Gohan, but Vegeta is quick and saves Gohan. Vegeta and Frieza fight, and Vegeta is no match. Goku shows up and Vegeta is rescued, but not for long. Vegeta tells Frieza that Goku is the legendary Super Saiyan that will kill him. Frieza gets angry and blasts a hole through Vegeta's heart. As Vegeta dies, he asks Goku to take vengeance for all Saiyans. Vegeta is buried and Frieza and Goku begin to fight.

Bulma befriends the wrong Frog!
Meanwhile, Bulma is in the Namekian wilderness and encounters a friendly frog. Bulma decides to try out a voice decoder on the frog so that she has someone to talk to. Before Bulma knows what has happened, she has switched bodies with the frog, and Captain Ginyu is now in her body. Captain Ginyu (as Bulma) takes her flying motorcycle and runs into Gohan, Krillin, and Piccolo watching the fight between Goku and Frieza. They quickly realize that Bulma is not herself, and Captain Ginyu attempts to switch with Piccolo for his superior fighting strength. Gohan sees Bulma the frog, and throws her into the Change beam. Bulma regains her body, and Captain Ginyu is once again a frog.

Goku and Frieza are still at it. Frieza boasts he can win using just 50% of his power. Goku is losing. In a desperate attempt, Goku prepares a Spirit Bomb. Piccolo steps in to buy time for Goku to finish gathering power. The Spirit Bomb crushes Frieza, but he survives.

The Ginyu Force shows up on King Kai's planet. They were invited there by King Kai to fight Tien, Chaiotzu and Yamcha, who have been training. On Earth, Chi-chi, Yajirobe, Oolong, and Master Roshi were preparing to take off for Namek, but their ship breaks down before takeoff.

Super Saiyan Goku
Frieza is very angry and blasts at Gohan. Once again, Piccolo steps in to save Gohan's life. Next Frieza destroys Krillin. Goku is very angry and powers up. His hair turns golden and his eyes turn green... he's now Super Saiyan. Goku asks Gohan to take Piccolo to the ship and head back to Earth.

Goku and Frieza continue to fight. Frieza is angry he is having to use so much of his power to fight an "inferior monkey". Frieza blasts a huge fireball at the core of Planet Namek. If he can't beat Goku, he'll blow up Namek instead. Planet Namek is starting to break up, and will explode in 5 minutes. Goku is in trouble and Gohan steps in. When Goku reappears he tells Gohan to leave Namek.

Back on Earth, Kami and Popo have gathered the Dragon Balls. With King Kai's help, they are able to devise a plan to bring back all those killed by Frieza. This will bring back Guru, and in turn the Namekian Dragon Balls. The wish is made on Earth to bring back all killed by Frieza. King Kai then telepathically asks Guru to wish all those on Namek, except Goku and Piccolo, back to Earth. Dende makes the wish, and all are teleported to Earth.

Namek Explodes
As the battle intensifies, Frieza realizes he is no match for Super Saiyan Goku. Frieza tosses discs that he can direct to attack Goku. Goku manages a skillful maneuver, which ends up slicing Frieza in two. Frieza is dying and begs Goku to not leave him in that condition. Goku pities him and gives Frieza some of his energy. Goku starts to leave and Frieza tries one more attempt at killing Goku. Frieza fails in his attempt and Namek explodes.

Now on Earth, Dende heals Piccolo, and realizes that he had merged with Nail. Guru, also on Earth, is dying. Guru transfers his role as Senior Elder to Moori, another Namekian, so that the Namekian Dragon Balls will not die with him.