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. 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

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