Prof. Sharp creates a Memory Enhancer, a device that can increase a person's memory by 75%, and demonstrates it for the government. However, Scarab creates a "Memory Enhancer Enhancer", which will increase the capabilities of Sharp's machine even further. The Bionic Six and Scarab clash over the Memory Enhancer, and Scarab uses it on himself, not knowing that Glove sabotaged it. Scarab's mind is wiped, and Sharp takes the opportunity to re-teach Scarab everything, hoping Scarab will end up on the side of good.