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Ratchet & Clank: Up Your Arsenal, titled as Ratchet & Clank 3 in Europe, Ratchet & Clank 3: Up Your Arsenal in Australia and Ratchet & Clank 3: Totsugeki! Karakuchikku Rangers in Japan, is an action/shooter game developed by Insomniac and published by Sony. It was released in North America on November 2, 2004 and was met with critical acclaim, earning an average review score of about 90%. It is the first game in the series to utilize Sony's Network Adapter for online play. Ratchet & Clank: Up Your Arsenal sold over 400,000 copies in its first year in PAL regions (Europe and Australia) earning it the Platinum title on June 17, 2005. It later earned the American region Greatest Hits title on August 1, 2005.

While channel surfing past Clank's new TV show, "Secret Agent Clank", Ratchet stumbled across a news report about his home planet, Veldin, being under attack by an army of Tyhrranoids. They were believed to be working for a cyborg by the name of Dr. Nefarious. After racing to Veldin and being appointed as the new sergeants for the Galactic Rangers, they were contacted by the President and asked to find the only man who had ever saw Nefarious and lived, who was believed to be living on planet Florana as the Florana tree beast. After watching an episode of "Nature's Mysteries" about this creature, they flew to the Nabla Forest on Florana where it made them cross the Path of Death.

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