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" I'm kind of 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
Gender Male
Age Unknown (adult)
Occupation Mad Scientist, Criminal, and Cheese Pillager
Alignment Bad (sometimes Neutral)
Homeland Fair City
Race Mostly human, with some mouse DNA/traits
Friends Henchmen

WordGirl and Huggy Face (both formerly, as Steven Boxleitner)
Other villains (Occasionally)

Family Possibly an unnamed niece[1]
Abilities Superior intellect

Knowledge of technology and science
Able to chew through solid steel and dry wall
Speaks mouse
Heightened sense of smell

Voice Actor Tom Kenny

Dr. Two-Brains is the tritagonist as well as one of the main, if not the central, antagonist of WordGirl.

Originally known as Professor Steven Boxleitner, a kind-hearted but distracted scientist, he was turned into the evil Dr. Two-Brains after a botched experiment left his mind merged with an evil lab mouse known as Squeaky. He now spends his time coming up with ways to appease his second mind's hunger and urges, but will make sure to cause as much trouble as possible while doing so.


(Note: Two-Brains is technically Boxleitner and Squeaky merged into one, so if you'd like to learn more about Squeaky's biography click here)

As Professor Steven Boxleitner

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 (a book that practically made WordGirl the competent hero that we know and love), and would occasionally offer advice to WordGirl when she was at her wit's end.

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. In The Amazing Colossal Adventures of WordGirl, he would occasionally break free and argue with the personality of Dr. Two-Brains; however, these "intrusions" ceased to occur over the course of the show. Two-Brains has also spoken of the mouse mind as a separately thinking persona.

As Dr. 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, such as his personal mouse orchestra. He is afraid of cats, as seen in several episodes, due to his mouse instincts.

Two-Brains can also let Squeaky's mind completely take over his body for a certain amount of time. He actually does this in the episode "Mouse Brain Take-Over". However, this ends up in utter chaos, as it turns out Squeaky was more evil and rampant than he is.

In "A World Without WordGirl"

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) made him the Sub-Junior Assistant Manager of a sandwich shop. His boss is Glen Furlblam. He still invents in his spare time, though. When he hears Becky's story, he decides to help her get back home and make the wish that would fix everything.


Prior to his transformation, Steven Boxleitner had fair skin and medium-brown hair that stuck up slightly in the back, along with the default eye color that all the other characters have.

Afterwards, his appearance took on traits of an albino rodent: his hair turned white and grew much longer, his eyes became red from a lack of pigmentation, and he grew whiskers. (Interestingly, his eyebrows remained brown.) The mouse brain attached to the side of his head occasionally pulsates and glows green.  

When Squeaky takes complete control, his hair becomes messier, his bow tie becomes untied, his lab coat becomes frayed, and his front teeth become 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 that what he's doing is wrong, 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.

Dr. Two-Brains is even sensitive and worried about his reputation as a supervillain, forcing him to go to extreme lengths if said reputation is at stake. This is shown in the second part of the episode "A Better Mousetrap", when after watching WordGirl's interview with Scoops about how easy it is to defeat him, he becomes mortified and humiliated by this. So much so, that he steals the interview from Scoops, and displays clips from previous episodes showing WordGirl being defeated, outsmarted, overwhelmed, kidnapped, and even almost eliminated. Two-Brains guffaws at her failures so much, that WordGirl uses this as an opportunity to get revenge on him.

Two-Brains obviously loves cheese. He still has an interest in science, though this "interest" consists mostly of building weapons, many for the purpose of stealing cheese. He has a rather sarcastic and witty sense of humor. As shown in the episode Don't Mess with the Best, Two-Brains feels remorse, as he stops Victoria Best from defeating WordGirl for good, and has been shown to genuinely care for his henchman and even WordGirl on occasion.


Dr. Two-Brains is voiced by Tom Kenny, one of the top-notch voice actors in the industry. As Steven Boxleitner, he had a typical speaking voice for an adult male; upon changing to Two-Brains, his voice changed to a slightly higher pitch, with rougher edges to it. When Squeaky fully takes control, his voice is significantly higher in pitch.



WordGirl was good friends with Steven, prior to his accident the two were close friends. WordGirl even stated that she looked up to Boxleitner and despite his ditzy habits respected him. She once encouraged him to fight the mouse brain’s control on him, and claimed to have felt his loss in her life once he became Two-Brains.

Once Boxleitner became Two-Brains, their relationship turned for the worst as the good professor found himself on the wrong side of the law, and at constant odds with WordGirl. The two constantly battle and are very hostile towards each other.

Though that being said, as Two-Brains becomes less malicious, he and WordGirl start to share a more civil relationship, such as in the episode "Mouse Army", when Two-Brains temporarily teams up with her to stop an army of super-intelligent mice he had created. But of course, he betrays her in the end, but whether this is part of his plan or if his mouse brain took control is never clearly determined.

Despite this, WordGirl has come to accept that Steven for the most part is gone (for now) and that he is no longer trustworthy, such as in the episode "Of Two Minds", when she is insanely on edge around Two-Brains when he claims to be reformed and initially doesn't even believe him, as when he pitches the idea of returning to his crime-free life, WordGirl just laughs at it.

Still, Two-Brains shows some friendly gestures to WordGirl in a couple of episodes, like offering her a comb in the episode "Becky's Birthday", giving her a wink in the climax sequence of the episode "Dr. Three-Brains", and they have occasional reminisces about their past friendship, most notably in the episode "A Game of Cat and Mouse" and "Showdown at the Secret Spaceship Hideout". In the episode "A Few Words From WordGirl", Two-Brains even gives WordGirl advice about her upcoming speech, in a very Steven Boxleitner-like manner, and spends most of the episode acting in a way like Steven used to act towards her (a producer on the show even claimed that this behavior is in fact Steven's personality shining through). Though thanks to the mouse brain, he is just as capable of acting harsh and cruel to WordGirl such as in the episode "The Straw That Broke Two Brains' Back", where WordGirl opens up to Two-Brains in a similar way to how she does in "A Few Words from WordGirl", telling him that she can't handle the stress of being a hero anymore, he blatantly tells her he doesn't care, and as a villain will do whatever he wants, whenever he wants.


Two-Brains and his henchmen.

Dr. Two-Brains employs two henchmen in order to help him with his many crimes. They often act as the muscle of the group, not being especially intelligent themselves (typical of henchmen). They have been known to mess up their boss's plans, like in the episode "Shrinkin' in the Ray", when they unwittingly use up a crate of parsnips meant to power Two-Brains's shrink ray. Despite Two-Brains' frequent frustration with them, he feels their absence when one of them is away (like when Charlie goes on vacation in the episode "The Fill-In"). He also seems to genuinely care for his henchmen, as he gets them presents for the holidays, new costumes when they ask, and even dedicates an entire crime spree to them just to show how much he appreciates them.

Glen Furlblam

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. Two-Brains 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 has shown nothing but flagrant disgust and hatred towards Glen, while Glen has constantly been trying (and failing) to outdo him. At one point he even calls himself "Dr. Three-Brains" just to prove he is more of a threat, though obviously isn't and is even referred to as a common mischief maker instead of a criminal in the episode "Plain Old Mischief Makers", which Two-Brains has no respect for.

Lady Redundant Woman

Two-Brains asks Lady Redundant Woman out.

In the episode "When Chuck's Mom Is Away...", Two-Brains appears to ask Lady Redundant Woman out; however, nothing ever seems to come of this. The line could very likely have been an ad-lib by Tom Kenny.

He is later seen talking with her again in "Granny's Book Club", although this time what seemed to just be about the villain meeting they were in and how feisty Granny May was.



  • "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
  • "Supervillainy's a tough racket, you leave for a week and boom, you've just lost your place on the Ten Most Wanted list." - Crime Takes a Holiday
  • "This is WordGirl's spaceship hideout! I remember her telling me about it back when we were friends. Hmph! Some friend she turned out to be! She never invited me here for a secret hideout dinner, despite her frequent and often uninvited visits to my lab!" - Showdown at the Secret Spaceship Hideout
  • "You're WordGirl! Your actions inspire people more than anything you could say." - A Few Words From WordGirl


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  • Dr. Two-Brains is possibly a reference to one of Batman's villains, Two Face, who used to be a good friend of Bruce Wayne, similar to Dr. Two-Brains formerly being a good friend of Becky. He and Two Face both share a split personality, which occasionally takes over them when provoked.
  • Dr. Two-Brains seems to know quite a lot of words in the series, and even introduces and defines a few.
  • In the episode "Two Brains' Quartet", it is revealed that Two-Brains can sing; taken into consideration with his creation of singing mice-rays and mouse orchestras, one can assume he enjoys music on some level.
  • It is revealed in the episode "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.
  • It is revealed in the episode "Rat Trap" that he may have a niece that graduated. It is unknown if he actually has one or is just making an excuse to WordGirl.
    • Though it seems to be most likely true, as his henchman confirm that they went to her graduation with him.
  • The only type of cheese that Two-Brains dislikes is goat cheese, as revealed in the episode "Of Two Minds".
  • In the original shorts, Two-Brains often struggles to control his opposing minds. This was intended to occur in the show as well, but the idea was scrapped as the production team thought it to be too dark for a PBS Kids show.
  • It is revealed in the episode "When Life Gives You Potatoes…" that Two-Brains pays his henchman in cheese, and that up until that episode, the henchmen's landlord accepted said cheese as payment.
  • Dr. 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.
  • He is the most wanted villain in Fair City, a fact he is very proud of.
  • Unlike most other villains on the show, Doctor Two-Brains is motivated to commit crimes by his hunger for cheese, rather than money or power.
  • When he's not commiting crimes (or in jail) he enjoys time watching television.
  • There is no official consensus on the spelling of Dr. Two-Brains’ name; while it is usually spelled with a hyphen, PBS Kids’ official website has referred to him as “Dr. Two Brains” on numerous occasions.
  • It seems that his second brain (Squeaky) finds the word "rat" offensive, as both in the episodes "Oh, Holiday Cheese" and "Bend It Like Becky", Two-Brains mentions said word causing his second brain to bulge and glow a bit, followed by him being nervous and claiming he meant to say "mouse".
  • While his age is never stated in the show, he is implied to be middle-aged in the episode "Dr. WordGirl-Brains".
  • It is unknown if he will ever be reverted back to his former state as Professor Steven Boxleitner.
  • He appears the most out of the villains.


  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*

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