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However, the entire affair brings up bad memories for Optimus, who is haunted by the ghosts of his past, specifically when he and his fellow bots, the cocky and arrogant Sentinel Prime and power-mimicking Elita One were looking for a crashed Decepticon ship loaded with energon cubes. It's Halloween and Sari introduces the Autobots to Earth's costume-and-candy traditions. The Autobots use their combined talents (Bulkhead's battering arm, Prowl's jump boosters and Bumlebee's rocket boosters) to launch Bumblebee into the upper atmosphere where he hurls the Destronium away before it explodes. However, the Autobots make two startling discoveries: 1-Nanosec's new speed suit is making him age rapidly, and 2-their constant movements are destabilizing the Destronium which will cause it to explode and take out half of Detroit. Even with a pair of experimental rocket boosters created by Sumdac, Bumblebee is unable to truly catch Nanosec. Having arrested Nino Sexton before, the Autobots are shocked to learn that he now has super speed powers, which makes Bumblebee upset that Nanosec, Sexton's new name, is faster than him. Megatron uses Sumdac's private bank account to make Sexton do the job. Since the Destronium is highly unstable it needs to be transported quickly from the research lab to Megatron directly. To obtain Destronium to help rebuild his body, Megatron bails a fleet-footed thief named Nino Sexton out of jail and gives him Isaac Sumdac's experimental super-speed suit to obtain the Destronium for him. Lockdown is apparently destroyed when his ship crashes into a bridge and Ratchet reveals to Prime that his encounter with Lockdown and Arcee is one of the reasons he is the way he is. But as a result, she wiped out every other memory she ever had, even of Ratchet and herself.
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Ratchet also reveals that the EMP generator Lockdown stole from him, which he used to repair injuries, doesn't work on the one bot it was designed for, namely him! But Ratchet also despises Lockdown for turning a medical tool into a weapon, and forcing him to use the generator to wipe out Arcee's memory so that the Decepticons wouldn't get hold of her security codes. Recruited by Blitzwing and Lugnut to locate the Autobots who destroyed Megatron, Lockdown is revealed to be just a bounty hunter who doesn't care about the Decepticon's cause and just does it for the 'upgrades' he can get. Back in the present, Lockdown has resurfaced and uses Ratchet's EMP generator to capture Optimus Prime. For that reason, Megatron sends the the bounty hunter-for-hire Lockdown, to capture her, snagging Ratchet in the process. The intelligence codes she possesses could turn the war in the Decepticons favor. During the fighting, he was sent to rescue an Intelligence agent named Arcee who was injured during the fighting. Ratchet thinks back to the time when he served in the Cybertronian War as a field medic. Sumdac thinks it would be better to dismantle the Dinobots, and Prime agrees, but Prowl, who senses a life force inside them, and Bulkhead take the Dinobots to an island in the middle of Lake Erie where they can exist peacefully. It is during this fight that Bulkhead proves to be exactly what the Autobots need to stop the Dinobots, his muscle more than a match for the Dinobots muscle. Megatron tricks' them into attacking the Autobots, which forces the Cybertronian heroes to battle them. However, Sari's key gets pulled into the mix, which gives the Dinobots a small semblance of 'a spark'. But during their 'rampage', both Ratchet and Bumblebee try to use an electromagnetic attack to disable them. Behind Isaac's back, Megatron upgrades these Dinobots Grimlock (a Tyrannosaurus), Snarl (a Triceratops) and Swoop (a Pteranodon) to become his new attack drones.
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While Sumdac tries to rebuild them, Prowl teaches Bulkhead how to 'think and move'. He then helps him in reprogramming some robotic dinosaurs after Bulkhead accidentally destroys them at a robotic theme park. Megatron has just made himself known to Isaac Sumdac and tricks the inventor into thinking that he is an Autobot.