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Doctor Two-Brains

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" I'm kinda busy today. I got things to do, places to cheese. "
Dr. Two-Brains to Wordgirl in Of Two Minds
Dr. Two-Brains
Name Dr. Two-Brains
A/K/A Professor Steven Boxleitner (Past Identity)
Gender Male
Age Unknown (adult)
Occupation Scientist and Cheese pillager
Alignment Villain
Homeland Fair City
Race Mostly human, with some mouse DNA/traits
Friends His henchmen
Family Possibly an unnamed niece[1]


Abilities Superior intellect

Knowledge of technology and science
Able to chew through solid steel

Voice Actor Tom Kenny

Doctor Two-Brains is a villain on the series WordGirl voiced by veteran voice actor Tom Kenny. Originally known as Professor Steven Boxleitner, a kind-hearted but distracted scientist, he was turned into the evil Two-Brains as he was preparing for an experiment that would enable people to read the minds of rodents.


As Professor Steven Boxleitner</span>


The professor before his life-changing experiment.

Professor Boxleitner was the kind-hearted but distracted scientist friend of WordGirl, who let him study her for his book Superheroes and You: A Practical Guide.

In The Amazing, Colossal Adventures of WordGirl, the Professor had created a device that would hopefully allow people to read the minds of rodents (practically and theoretically, this could possibly be used in conjunction with various medical and experimental tests on lab mice to better understand how the experiments affect them) but when he was distracted by the wafting odor of his pastrami sandwich, his vicious mouse test subject Squeaky hit the "Holy cow, don't press this button!!!" button, and their minds fused.

Boxleitner still exists mentally, but in a Jekyll and Hyde sort of manner. He will occasionally break free and argue with the personality of Dr. Two-Brains. Two-Brains has even spoken of the mouse mind as a separately thinking persona.

As Doctor Two-Brains

Due to the mouse brain having a high degree of control over the doctor, Dr. Two-Brains now has an insatiable hunger for cheese, and all of his crimes center around this. He creates a wide assortment of ray guns that vary from increasing or decreasing gravity to turning buildings or hair-gel to cheese. Most of his inventions have a mouse or cheese theme to their appearance, but do not always have a practical villainous use, e.g. his personal mouse orchestra. He is afraid of cats, as seen in several episodes, due to his mouse instincts.

He has also hired two henchmen to help him with his crimes, though they aren't very smart and mess up plans sometimes.

So due to the duality of his personalities it is possible though not certain that Professor Boxleitner could return to normal. There have been fewer "intrusions" of Boxleitner into Two-Brains' dialogue, thus possibly indicating the gaining dominance of Squeaky's personality over the original.

Two-Brains can also let Squeaky's mind completely take over his body for a certain amount of time. He actually did this once in "Mouse-Brain Take-Over". However, this ended in utter chaos, as Squeaky was more evil and rampant. He even threatened to turn WordGirl into goop, something that normally Two-Brains would have never done.

Doctor Two-Brains' character is based mostly around the myth that "mice like cheese", when in actuality they tend to favor grains and fruit over the dairy product. However, Squeaky could just have been a mouse that likes cheese.

In "A World Without WordGirl"

Two brains

Sub-Junior Assistant Manager Two-Brains.

In the episode "A World Without WordGirl, Two-Brains used to be a scientist, but had to give up his job, as Chuck (now the king of the city in the alternate reality) wanted him to be the Sub-Junior Assistant Manager of a sandwich shop. His boss was Glen Furlblam. He still invents in his spare time, though. When he heard Becky's story, he decided to help her get back home and make the wish that would fix everything.


Before his transformation, Steven Boxleitner had fair skin and medium-brown hair that stuck up slightly in the back, (as well as having no mouse brain or whiskers) along with the default eye color all the other characters have.

Afterwards, Boxleitner's DNA seems to have been altered with mouse DNA as well; in keeping up with the idea of an albino rodent, Dr. Two Brains's hair is white and grown longer, his eyes are red with a lack of pigmentation, and he has grown whiskers. He also has a mouse brain stuck to his head that glows green and pulsates occasionally and rather pale skin. 

When Squeaky takes complete control, his hair is messier, his bow tie is untied, his lab coat is frayed, and his front teeth are longer.

Personality and traits

Steven used to be very kind-hearted and was shown to have a great interest in science. He also had a love for cooking and (non-cheese) food, though he made a grilled cheese sandwich once (possibly foreshadowing his eventual accident). He was very passionate about his science projects, but would often get distracted by other things, as shown in "What's up, Doc?". After Dr. Two Brains takes control, Steven believes what he's doing is wrong--"We shouldn't be doing this!"--indicating he had much better morals than his alter ego.He was a very good friend to Wordgirl and she considered him to be one of her closest allies.

Two-Brains, obviously, loves cheese. He still has an interest in science, though this "interest" consists mostly of building inventions, many for the purpose of stealing cheese. He has a rather sarcastic and witty sense of humor.


Voiced by Tom Kenny (who also does the deranged Ice King in Adventure Time) the voice of Steven upon changing to Two-Brains seems to have changed to a slightly higher pitch with rougher edges to it. When the mouse fully takes control, his voice is significantly higher in pitch.


WordGirl 111 1 0001

WordGirl and Two-Brains reflecting on the past times.

In WordGirl was good friends with Two-Brains before he became a supervillain, and once encouraged him to fight the mouse brain’s control on him. In the episode “Mouse Army,” Dr. Two-Brains temporarily teamed up with her to stop an army of super-intelligent mice he had created. In the end he betrayed her, but whether this was part of his plan or if his mouse brain took control is never clearly determined.

Even though WordGirl and Dr. Two-Brains are rivals, they have respect for each other. Two-Brains, though not friends with WordGirl, still keeps some sort of affection for her in a couple of episodes. For example, offering her a comb in the episode "Becky's Birthday" and also giving her a wink in "Dr. Three-Brains". Whenever they get the chance they seem to reminisce about their friendship as well, like in the episode "Showdown in the Secret Spaceship Hideout". In "A Few Words from Wordgirl", he even gives Wordgirl advice about her upcoming speech.


Two-Brains and his Henchmen

Two-Brains and his henchmen.

Doctor Two-Brains seems to have hired the henchmen only for the sake of helping him with his many cheese crimes. In "Mecha-Mouse", he even fired them after he gained a robotic suit that would render his henchmen and their assistance useless. Two-Brains sometimes treats them like his children.

Despite his limited relationship with his henchmen, when one of them is M.I.A. (such as Charlie on vacation with his mom in "The Fill-in"), Two-Brains will feel like something is missing without that particular henchman. He even feels that saying "Henchman" is weird.

Glen Furlblam

Glen &amp; TB

Glen (left) and Two-Brains.

Glen Furlblam used to be Two-Brains' number one fan, and arrived at the auditions for a substitute Two-Brains when the real one was going on vacation. The Doctor didn't want him to fill the position, but Glen ended up becoming the replacement anyway. After a bit of conflict and gloating, Glen was eventually sent to jail. Since then, Two-Brains and Glen have been rivals, with Glen constantly trying to outdo him..

Lady Redundant Woman


Two-Brains asks Lady Redundant Woman out.

It's possible that Two-Brains has some sort of romantic relationship with Lady Redundant Woman, though this is never confirmed. He asked Lady Redundant Woman to dinner at Chuck's house in "When Chuck's Mom Is Away". This could very likely have been an added ad-lib by Tom Kenny; "I'd love to take you and your twelve duplicates to dinner."


He also showed an interest in professional athletics in "Oh, Holiday Cheese" and brought up the subject in "Highway To Havarti" about "the teams, and the... scores..."

In the episode "Two-Brains Quartet", it is revealed that Two-Brains can sing; when that fact is taken into consideration with his creation of singing mice-rays and mouse orchestras, one can be led to believe he enjoys music on some level.

It is also revealed in "Where's Huggy?" that he enjoys the mazes in children's' activity books.

In the episode "Mr. Big's Mini-Golf", it is revealed that Two-Brains is afraid of clowns.

In "The Ballad of Steve McClean" it is also revealed that he has a swimming pool. Whether this means he enjoys (or used to enjoy) swimming is unknown.


  • "Hey! Don't give it away!" --When Life Gives You Potatoes
  • "You're Wordgirl! Your actions inspire people more than anything you could say." --A Few Words From Wordgirl
  • "Your daughter Becky is Wordgirl!!!" --Two Brains Forgets
  • "We all know you're just stalling because you have a silly schoolboy crush on her!" --Mousezilla
  • "Hello, Wordgirl! Dr. Boxleitner can't come to the phone right now. Is there something I, Dr. Two Brains, can do for you?" --Mouse Trap


As Steven

As Two-Brains


  1. mentioned in "Rat Trap":
    D2B: "It's for my niece's graduation! Hehe..."
    Henchman: "But boss, she graduated two years ago! Lovely affair."
    Charlie: *nods*


  • It was revealed in "Rat Trap" that he may have a niece that graduated. It is unknown if he actually has one or he was just making an excuse to WordGirl.
  • In the episode, "A Game of Cat and Mouse", Dr. Two-Brains reveals that he doesn't know how to take stage directions; instead of acting them out, he speaks aloud, saying, "Cut! Evil laugh. And.....walk away. Oops."
  • Dr. Two-Brains seems to know all of the vocabulary words so far in the series, and has even introduced and defined a few.

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