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"Frieza's Second Transformation" (しゅつげきくう!!げきのフリーザがだいへんしん Shutsugeki da Gokū!! Gekido no Furīza ga Dai-Ni no Henshin, lit. "Sally Forth, Goku!! A Furious Freeza's 2nd Transformation") is the 8th episode of the Frieza Saga and the eighty-second overall episode in the uncut Dragon Ball Z series. This episode first aired in Japan on March 20, 1991. Its original American airdate was September 29, 1999.



Frieza's 3rd form

Piccolo and Frieza continue their battle and Frieza briefly gets the upper hand. As a last resort, Piccolo removes his weighted clothing and turns the tables against Frieza, dominating him completely. This time, Gohan, Krillin, Vegeta and Dende believe Piccolo truly can win.

However, Frieza reveals a secret: although he has already transformed, it was not his only one, and furthermore, he still has two remaining transformations. Still confident that he can beat Frieza, Piccolo foolishly allows Frieza to reach his third form and raise his power level even further.

Crazy Finger Beam

Frieza attacks Piccolo with the Crazy Finger Beam

Once Frieza transforms, the fight resumes, but this time, it quickly becomes evident that Frieza has severely outclassed Piccolo in both strength and speed. Vegeta notices Dende on the ground and remembers how he healed Gohan and increased his strength. This gives Vegeta an idea.

Piccolo charges at Frieza but is dominated by the tyrant. Preferring to end things, Frieza begins bombarding Piccolo with a barrage of finger beams so fast that Piccolo cannot dodge. Finally, Gohan's rage erupts and he furiously charges towards Frieza. Krillin is about to follow him when Vegeta stops him, telling him to instead beat him up. Krillin is left puzzled.

Major Events[]

  • Frieza transforms into his third form.


  • Piccolo vs. Frieza (Second/Third Form)






Bruce Faulconer tracks[]

Differences from the manga[]

  • King Kai, Tien Shinhan, and Yamcha watching the battle between Frieza and Piccolo is exclusive to the anime.
  • Dende marveling at Piccolo and Nail's assimilation is only in the anime. In the manga, Dende did not discover that the latter two Namekians had merged until after everyone on Namek (excluding Goku and Frieza) had been teleported to Earth.
  • In the anime, after Piccolo removes his weighted clothing, he begins to power up with Frieza looking on. In the manga, however, all he does is remove his weighted clothing.
  • In the anime, Frieza uses Crazy Finger Beam, while in the manga, he uses Shockwave from the Fingertips.


  • In the original Japanese version, Kōichi Yamadera fills in as Tien Shinhan for this episode and "Dende's Demise", as Hirotaka Suzuoki was ill during the recordings of those installments.
  • In the original English dub, Frieza's voice in his third form had a dual filter applied to it, making it sound like a combination of his first and second forms' voices. The remastered dub removed the effect, making Frieza's third form sound entirely identical to his second form.
  • One shot of Frieza blasting off after Piccolo colors the center of his back purple like his bio-gems. It occurs again when he briefly loses track of Piccolo during their third round of combat.
  • During Frieza's stare down against Piccolo after he transforms, the horns on his head are incorrectly facing forwards (the gallery below for the image).


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