Professor Brainstein Professor Brainstein ( known as Dr . Brainstein in the ) is an Ultra Agents minifigure released in 2015 . Description . Original . Professor Brainstein has a grey hairpiece with a swept back style . His head is Bright Yellow that has a grey , boushy moustache on it , and eyebrows of the same color as well . Black glasses around his eyes and wrinkles at the sides of them . He also has cheekbones on his face . His torso is White and has a lab coat covering an Earth Blue shirt and a lime green sweater underneath it . It has printed tools on his pockets , the logotype of Astor City Research above them and a credential with the words " PROF . B " printed on it . His legs are white and have no print on them . His arms are White and hands in Bright Yellow . Super Villain . The Professor Brainstein ' s villain variant will be released in the Summer of " " 2015 . He has a new helmet , similar to Terabyte ' s , but it has a scope over the right eye and four studs in the top . Attached to these studs are a brain and a green dome around it , to make it appear as if the brain is floating in liquid . His head has an angry expression , a grey moustache similar to that from the original variant , red eyes and no glasses . Some prominent veins are visible on his forehead . He has a white Stud Shooter attached the left shoulder of his backpack and the exact same torso from his original variant . He has four white robotic legs , similar to Spy Clops ' and metallic dark grey blades at the end of each leg . Between his legs he has a jet booster assembly that can be used to stabilize the figure . He carries a portable radio with a screen depicting AntiMatter and the word MISSION on it . Background . Professor Brainstein was a member of the Astor City Research team and an strong ally with the Ultra Agents . He owned and lived in the city ' s tallest building , " The Peak " , where he studied and protected the Purple Portal Diamond , which AntiMatter needed to power his staff . The AntiMatter Missions . He first appeared in , at " Mission 3 : Attack on Dr . Brainstein ' s Lab " , where his home was ambushed by Drillex and Toxikita , by order of AntiMatter , in order to steal the Portal Diamond and his plans . Once Drillex managed to get the Diamond , Brainstein escaped to the tallest point of the building with his plans , in the penthouse . Protected by Pollutonium - proof doors , he tried to protect his plans , as these , combined with the Diamond , would make AntiMatter ' s portal staff more powerful . With Toxikita chasing him from the outside of the tower , he had few options . Once he saw how Toxikita was being pulled to the ground by Agent Curtis Bolt , he received a call from AntiMatter , who tried to lure the professor by telling him that they would be invincible if he gave his plans to him . Brainstein refused , pressing a red button that triggered an explosion that destroyed his laboratory , the Peak , and himself . After the explosion , Solomon Blaze was just arriving and tried to communicate with Brainstein , but he was nowhere to be found , and the only remains were the professor ' s glasses , broken on the ground . The Final Battle . It wasn ' t until six months later , where the Professor revealed himself as a super villain - the Cyborg Brainstein . His first appearance after his assumed death was at the very end of " Mission 7 : Deep Sea Hideout " , where he was seen shadowed at the side of AntiMatter , as he told the uber - villain about the Ultra Agents approaching the Portal Hideout . AntiMatter immediately prepared for the final battle . In " Mission 8 : The Root of all Evil " , it was Jack Fury who was the one who discovered that the old professor has been transformed into a cyborg . Brainstein stated that he has been improved as a villain , with his new body . Brainstein attacked the Ultra Agents , along with Electrolyzer and SharX . During the battle , AntiMatter tried to transform Solomon Blaze into the most despicable and powerful super villain he has ever created , and to do so , he ordered Brainstein to toss Blaze into the portal . However , as the Ultra Agents threw a harpoon , along with a virus created by Terabyte , the machine malfunctioned , turning AntiMatter creations against him , and so Brainstein ' s mechanical legs took the uber - villain , tossing him inside his own portal . After the city was purified , along with Morgan Lux , Brainstein could be seen being held by the hideout ' s claw . Solomon stated that they would also purify Brainstein , ans so they did , as the professor was barely seen at the very end , where he finally recovered his original body and mind , turning back into the Professor Brainstein .