Brainiac was an evil scientist who worked for Hordak. His job was to create new, stronger soldiers for the Horde by both biological and mechanical means. One day he decided to experiment on himself, trying to increase his own intellect. As his intelligence increased, so did the size of his brain, forcing him to create himself a new, robotic body. Now he is as strong as any soldier of the Horde, and can stand toe to toe with He-Man and the Masters of the Universe.

The base body is a MOTUC Blast Attak, with feet from Buzz Saw Hordak. I added a Horde emblem from Sherrilyn to his chest. The brain is sculpted around a wood bead. The eyes are small beads, with sculpted irises, connected to the brain with wire. A piece of Marvel Legends Machine Man's mechanical arm connects the brain to the body. The "fishbowl" around his brain is a small, empty globe used to make Christmas ornaments. I sculpted a new collar at the base of this ornament to connect it to the body. Finally, the gun is from Strobo.