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Freeza vs. Piccolo, Part 2 (はてしないエスカレート!!, Hate Shinai Esukareito!! lit. "An Endless Escalation!!") is the three hundred first chapter of the Dragon Ball manga. Its anime counterpart is the first half of the episode "Frieza's Second Transformation."
Having witnessed Piccolo's newfound strength, Vegeta, Krillin, and Gohan are amazed. Krillin thinks Piccolo is as strong as Frieza, while Vegeta says that he is stronger. All three of them wonder where Piccolo got so much power in such a short amount of time. Frieza is undeterred, and charges at Piccolo. He connects with an elbow to the face, then slams him down into the ground. The onlookers are shocked. Piccolo manages to fly and avoid a third strike, taking the battle to the air.
Frieza chases Piccolo into the sky, and knocks him down into the ground once again. Krillin realizes that Frieza has been holding back. Frieza admits this, much to Vegeta's horror. Piccolo, however, takes off his weighted clothing and says that he will get serious as well, and avenge the Namekians that Frieza has killed. Gohan starts to believe that they can win. Frieza is still unafraid, and reveals that he still has two more transformations left. This shocks the present Z Fighters. Frieza prepares to unveil his next transformation, claiming that they will be the first to ever see it.