Dragon Ball Kai: 1x39

The Reborn Piccolo Shows Himself! An Enraged Freeza's Second Transformation

While Goku continues to recover in the rejuvenation chamber at Frieza’s ship, Piccolo begins battling Frieza himself – and surprisingly manages to hold his own! The two exchange blows pretty evenly for a good portion of the fight. Piccolo realizes Frieza slightly holds the upper hand, so he removes his weighted 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 he may have a strategy that will allow him to defeat the tyrant.