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"Tokyo Grows/That Smarts/Brainstem" is third overall episode of the Pinky and the Brain spin-off series, and the first one to contain multiple cartoons. It originally aired on September 17th, 1995. All of the cartoons in this episode were animated by Wang Film Productions Co., Ltd..

Tokyo Grows



In 1950's Japan, Brain modifies the lab's shrink ray into a grow ray and enlarges himself and Pinky. As giants, Pinky poses as "Pinkzilla" (a take on the local giant monster "Gollyzilla") while Brain poses as "Brainodo", defender of Japan and enemy to Pinkzilla. Brain attempts to stage a fight between himself and "Pinkzilla" to make Brain appear to be the hero of Japan and eventually gain control of the country as a reward.



  • Gollyzilla is an obvious spoof on Godzilla.
    • To take the Godzilla parody even further, all other characters in this short intentionally have poor lip-sync to replicate the infamous dub of the original film. A caricature of Raymond Burr is even abruptly edited into some scenes saying "Yes I see." as a nod to Raymond Burr's character Steve Martin being poorly-edited into the original film's scenes.
  • This is the first episode of the spin-off to be set in another time-period.
  • Some background set-pieces of the city of Tokyo appear to have been re-used from the Japanese scene in "The Warners and the Beanstalk".
  • The speakers in the lab are labeled "FONY", a take on the company Sony.
  • The mice's cage water bottle is filled with a yellow liquid which is labeled as 酒 (Sake), a Japanese alcoholic drink.

That Smarts



Brain deduces that Pinky's poor intelligence is the reason why all of his plans fail. To amend this, Brain invents a convoluted device that makes Pinky smarter. At first things seem to be moving along nicely but things unravel when Pinky is now shown to be the smarter one of the duo.



  • For the first time, Pinky is pondering what Brain is pondering.
  • There is no main world-domination plot in this episode, instead the episode focuses on Pinky and Brain themselves with multiple plans being scrapped from the drawing board.
  • During the time Pinky is intelligent, he corrects Brain's calculations on why their plans fails. He deduces that Brain is the main reason why the plans fail.
  • One of Brain's scrapped plans involves impersonating long-missing American labor leader Jimmy Hoffa, appearing to be back from a long vacation. Jimmy previously appeared in "Space-Probed" aboard a UFO with other missing/sought-after individuals.
  • Some of Brain's past plans and devices can be seen in his journal, including his human suit.
  • The letters on the keys of Brain's machine read "PBWS". This could possibly stand for "Pinky and the Brain, Warner Studios".




To the tune of Camptown Races, Pinky and Brain perform a song that teaches the viewers about the parts of the brain.




  • The Animaniacs-era title card theme for the mice returns to serve as this cartoon’s title card theme.
  • A month before the show's premiere in 1995, several WB affiliates, including KWBP-32 in Portland, Oregon (now known as KRCW-TV) aired a different version of the song as a preview where Brain says "Now, let's get this show on the road. Yes!" instead of "That oughta keep the little squirts happy. Yes!" at the end. As of January 2022, this version of the cartoon is lost.[1]
  • The song appears to be a slight parody of "Yakko's World". They are both list songs and have similar introductions of a Rob Paulsen-voiced character introducing the song with "And now... *song topic*." and which character is singing.
  • Brain previously sung a riff on Camptown Races in Jockey for Position.
  • Brain's line at the end "That ought to keep the little squirts happy." is actually directed towards the FCC, who demanded more educational content on network television.
    • It also doubles as a reference an old blooper from one of Kermit Schaeffer's "Pardon My Blooper" records that recreated an urban legend where old time children's radio host "Uncle Don" blurted out an insult directed towards his audience when he thought his mic was off.
  • This is the only spin-off episode to have footage used in the show's intro. The rest of the footage used in the intro came from material produced for Animaniacs.


Voice Actors: Character(s):
Rob Paulsen Pinky, Additional Voices
Maurice LaMarche The Brain, Scientist #1, Additional Voices
Jim Belushi (as James Belushi) Additional Voices
Tress MacNeille Japanese Girl, Additional Voices
Frank Welker Gollyzilla, Scientist #2, Soldier


Special thanks to Brian Norman's "Bunches of References Accumulated In a Nutshell" (B.R.A.I.N) reference guide for aiding in documenting this episode's references.

List of Pinky and the Brain (spin-off) episodes
Season 1
Das MouseOf Mouse And ManTokyo GrowsThat SmartsBrainstemPinky and the FogWhere No Mouse Has Gone BeforeCheese Roll CallBrainaniaTV or Not TVNapoleon BrainaparteA Pinky and the Brain ChristmasSnowballAround the World in 80 NarfsFlyAmbulatory AbeMouse of La ManchaThe Third MouseThe Visit
Season 2
It's Only A Paper WorldCollect 'em AllPinkassoPlan Brain From Outer SpaceThe Pink CandidateBrain's SongWelcome to the JungleA Little Off the TopMegalomaniacs AnonymousThe MummyRobin BrainTwo Mice and a BabyThe MazeBrain of the FutureBrinkyHoop Schemes
Season 3
Leave it to BeaversCinebrainiaBrain NoirPinky and the Brain... And LarryWhere the Deer and the Mousealopes PlayBrain's BogieSay What, EarthMy Feldmans, My FriendsAll You Need Is NarfPinky's PlanCold Open- A New DirectionThis Old MouseBrain StormA Meticulous Analysis of HistoryFunny, You Don't Look RhennishThe Pinky ProtocolMice Don't DanceBrain DrainedBrain AcresPinky and the BrainmakerCalvin BrainPinky SuavoT.H.E.YThe Real LifeBrain's WayA Pinky and the Brain HalloweenBrainy JackLeggo My EgoBig in JapanBut That's Not All, Folks!Operation Sea LionYou Said a MousefulThe Tailor and the MiceBah, WildernessPinky at the BatSchpiel-borg 2000Broadway MaladyThe Megalomaniacal Adventures of Brainie the PooThe Melancholy BrainInherit the WheezeBrain's Night OffBeach Blanket BrainThe Family That Poits Together, Narfs TogetherPinky's TurnYour Friend: Global DominationYou'll Never Eat Food Pellets In This Town AgainDangerous BrainsWhat Ever Happened to Baby BrainJust Say NarfThe Pinky P.O.V.The Really Great DictatorBrain Food
Season 4

(Part 1 - Brain, Brain, Go AwayPart 2 - I Am Not a HatPart 3 - Wash Harder)
To Russia With Lab MiceHickory Dickory BonkThe Pinky and the Brain Reunion SpecialA Legendary TailProject B.R.A.I.N.
The Ultimate Animaniacs Super Special: (Star Warners)