" 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 (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
Speaks mouse
Heightened sense of smell

Voice Actor Tom Kenny

Dr. Two-Brains is a villain in WordGirl, voiced by Tom Kenny. Originally known as Professor Steven Boxleitner, a kind-hearted but distracted scientist, he was turned into the evil Dr. Two-Brains as he was preparing for an experiment that would enable people to read the minds of rodents. He is equivalent to Two-Face from Batman. Although his age is unknown, it is presumed that he is between 20 to 30 years of age (it is also possible he is middle-aged based on the episode “Dr. WordGirl-Brains”).


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.

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 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, 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 did this once in "Mouse-Brain Take-Over". However, this ended in utter chaos, as Squeaky was more evil and rampant.

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, 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 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 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. This is shown when Wordgirl and Scoops interview on how easy it is to defeat him in everything, Two-Brains gets mortified and upset about this, that he decides to take over the show to ruin Wordgirl's reputation, humiliate her on TV, and show various clips from previous episodes of Wordgirl being defeated, outsmarted, overwhelmed, kidnapped, trapped, captured, and nearly almost killed. He was laughing so much at her terrible failures, that Wordgirl uses this as an opportunity to take back the show, get revenge on Dr. Two Brains, and make up for her many catastrophic downfalls.

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. As shown in Don't Mess with the Best, Two-Brains feels remorse, as he stops Victoria Best from defeating WordGirl for good.


Dr. Two-Brains is voiced by Tom Kenny. 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 Two-Brains before he became a super-villain, and once encouraged him to fight the mouse brain’s control on him. In the episode “Mouse Army,” Dr. Two-Brains temporarily teams up with her to stop an army of super-intelligent mice he had created. In the end he betrays 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 enemies, they have respect for each other. Two-Brains, though not friends with WordGirl,still shows some respect towards her.

Two-Brains also goes to extreme lengths to humiliate WordGirl if his reputation as a supervillian gets damaged. This is shown when Dr Two Brains steals WordGirl's interview and displays clips from previous episodes showing WordGirl being defeated, outsmarted, overwhelmed, kidnapped, and almost killed. He was guffawing at her failures so much, that WordGirl uses this as an opportunity to get revenge on him. He shows some friendly gestures in a couple of episodes, like offering her a comb in the episode "Becky's Birthday" and giving her a wink in "Dr. Three-Brains". In "A Few Words from WordGirl", Two-Brains even gives WordGirl advice about her upcoming speech. Occasionally they reminisce about their past friendship, most notably in "A Game of Cat and Mouse" and "Showdown in the Secret Spaceship Hideout".


Two-Brains and his Henchmen

Two-Brains and his henchmen.

Doctor 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. They have been known to mess up their boss's plans, like in "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 will feel their absence when one of them is away (like when Charlie goes on vacation in "The Fill-in").

Glen Furlblam

Glen & 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.

In "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.


  • "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


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*


  • Dr. Two-Brains seems to know all of the vocabulary words so far in the series, and has even introduced and defined 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 "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 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.
  • The only type of cheese that Two-Brains dislikes is goat cheese, as revealed in Of Two Minds.
  • In the original shorts, Two-Brains often struggled to control his opposing minds. This was intended to occur in the show as well, but the idea was scrapped as the production team, as it was thought to be too dark for a PBS Kids show.
  • 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 is unknown if he will ever be reverted back to his former state as Professor Steven Boxleitner.

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