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Animaniacs Wiki

The Megalomaniacal Adventures of Brainie the Poo/The Melancholy Brain is the 25th episode of the 3rd season of the Pinky and the Brain spin-off series and the 50th episode overall. It originally aired on February 7, 1998. Both cartoons in this episode were animated by Rough Draft Studios, Inc.

The Megalomaniacal Adventures of Brainie the Poo[]

Brainie the Poo Title Card Chris Duncan

Title Card by Chris Duncan


Pinklet and Brainie find themselves trapped in a Winnie the Pooh-styled story. The two attempt to gain control of the "ACME Woods" in a complicated plan to steal honey in order to sabotage the world's supply of artificial sweeteners with real ones.




  • This episode had a title card prepared for it by Chris Duncan (who had done most of the series title cards).[1] However, it was cut from the final version and had its credits individually appear during the first minute of the cartoon similar to the half-hour episodes. This was done as a reference to the original four Winnie the Pooh shorts' opening titles being presented as such. The Animaniacs Wiki utilizes the scrapped title card for consistency and further preservation of it.
    • It should be noted that the scrapped title card has a slightly shorter title.
  • Christopher Walken creeping out the mice echoes a similar gag from the Animaniacs cartoon "The Party." It also references his "Can I confess something?" monologue from the 1977 film Annie Hall.
  • When Pinky references the "wrong book" and expresses joy about "returning to Kansas", the "wrong book" in question is The Wonderful Wizard of Oz.
  • At the end of the cartoon, Pinky and the Brain fall into the novel Gone with the Wind playing the roles of Scarlett O'Hara and Rhett Butler, respectively. They recite the climactic lines, and Brain is cut off by the chorus just before he can finish saying "damn".
    • After this, the ending chorus went "Dinky, they're Pinky and the Poo, Poo, Poo, Poo--" and then Brain shouts the last "Poo!".

Allusions to Winnie the Pooh[]

  • The entire episode is a parody of A. A. Milne's Winnie the Pooh series, with elements from Disney's version of the Pooh franchise.
  • The episode's opening scene is based on the opening scene featured in The Many Adventures of Winnie the Pooh, in which it starts with the iconic live-action opening scene with the camera panning around a room that belongs to a young boy, then reaching a doll in the likeness of the title character and the 'Winnie the Pooh' book on a windowsill. This is followed by the book opening to begin the story.
  • The text in the book appears to be comprised of the episode's script, down to the stage directions and dialogue.
  • Brain takes on the role of Pooh, as he is yellow and dons a red shirt. Pinky is in the role of Piglet. Both mice are designed to look more like stuffed animals, from the stitches on their bodies to their mitten-like hands.
  • Acme Woods is a parody of The Hundred Acre Wood.
  • "Brainie the Poo" is a parody of the "Winnie the Pooh" intro song, even down to Brain walking across the text and talking during the song.
  • The following famous figures are spoofed:
    • Mick Jagger, plays the role of Tigger as "Jagger".
    • Christopher Walken, plays the role of Christopher Robin.
    • Al Gore, plays the role of Eeyore as "AlGore".
    • Bea Arthur, plays the role of the Queen Bee ("The Scariest, Most Intimidating Bee of All").
  • The plot of the episode specifically parodies "Winnie the Pooh and the Honey Tree", as Brain and Pinky try to retrieve honey from a honey tree. Brain rolls around in the mud to disguise himself as smog (Pooh rolled in the mud to look like a little black rain cloud).
  • There are also nods to "Winnie the Pooh and the Blustery Day", from Pinky saying it's a "blowsery day" to the "The Wonderful Thing About Tiggers" parody "The Wonderful Thing About Jager".
  • The author of the in-universe "Brainie the Poo" book is listed as "A.A. Meeting", a parody of A.A. Milne and the "Alcoholics Anonymous" meetings.

The Melancholy Brain[]

Melancholy brain title


Pinky and the Brain are out to take over Denmark, and all of Scandanavia. Brain schemes to distribute flimsy, impossible-to-assemble furniture with instructions to obey him. In order to enact this, Brain must take advantage of familial drama within Hamlet's royal family in order to rise to power during the ensuing chaos.


  • Written by Gordon Bressack and Patric M. Verrone
  • Directed by Charles Visser



  • In some listings, this cartoon's name is often shortened to just "Melancholy Brain."
  • This cartoon is partially an adaptation of William Shakespeare's Hamlet.
    • Shakespeare himself even appears at the end of the cartoon.
  • Pinky mentions he has been saving a cheese Danish since the ides of March. This is a reference to the date Julius Caesar was assassinated, which was also covered in Shakespeare's The Tragedy of Julius Caesar.
  • Another Shakespeare connection is that Olivia Hussey, who voices The Queen, played Juliet in the 1968 film adaptation of Romeo and Juliet, which was directed by Franco Zeffirelli.
    • Interestingly enough, Rob Paulsen did voice-over work in the 1981 Franco Zeffirelli movie Endless Love as one of the loop group actors that recorded background conversations that were later inserted into the movie.[2]
  • Brain's plan of opening large stores selling flimsy, impossible-to-assemble wooden furniture is a dig at IKEA.
  • This cartoon is performed in-universe at the Globe Theatre, where much of Shakespeare's works were performed. In a twist on the usual ending line, Brain mentions that he and Pinky will "try to take over the Globe... theatre!".

Production Notes[]

  • This is the only episode to contain cartoons written by Patric M. Verrone, who would later become known for his work on Futurama.


Voice Actors: Character(s):
Rob Paulsen Pinky, Additional Voices
Maurice LaMarche The Brain, Additional Voices
John Rhys-Davies Narrator
Jeff Bennett Jagger, Christopher Walken, AlGore, Play Director
Julie Bernstein Female Singer
Carey Elwes Hamlet
Clive Revill King Claudius
Olivia Hussey Queen Gertrude
Tress MacNeille (Uncredited) Ending Chorus Singer (Archival Audio)
Jess Harnell (Uncredited) Ending Chorus Singer (Archival Audio)
Frank Welker (Uncredited) Ending Chorus Singer (Archival Audio)


  2. Paulsen, Rob, and Michael Fleeman. “Zany to the Max.” Voice Lessons: How a Couple of Ninja Turtles, Pinky, and an ANIMANIAC Saved My Life, Viva Editions, Jersey City, NJ, 2019, p. 87.

List of Pinky and the Brain episodes
Season 1
Das MouseOf Mouse And ManTokyo Grows / That Smarts / BrainstemPinky and the Fog / Where No Mouse Has Gone Before / Cheese Roll CallBrainaniaTV or Not TVNapoleon BrainaparteA Pinky and the Brain ChristmasSnowballAround the World in 80 NarfsFlyAmbulatory Abe / Mouse of La ManchaThe Third Mouse / The Visit
Season 2
It's Only A Paper WorldCollect 'em All / PinkassoPlan Brain From Outer SpaceThe Pink CandidateBrain's SongWelcome to the JungleA Little Off the Top / Megalomaniacs AnonymousThe Mummy / Robin BrainTwo Mice and a Baby / The MazeBrain of the FutureBrinkyHoop Schemes
Season 3
Leave it to Beavers / CinebrainiaBrain NoirPinky and the Brain... And Larry / Where the Deer and the Mousealopes PlayBrain's Bogie / Say What, EarthMy Feldmans, My FriendsAll You Need Is Narf / Pinky's PlanCold Open- A New Direction / This Old MouseBrain StormA Meticulous Analysis of History / Funny, You Don't Look RhennishThe Pinky ProtocolMice Don't Dance / Brain DrainedBrain AcresPinky and the Brainmaker / Calvin BrainPinky Suavo / T.H.E.YThe Real LifeBrain's WayA Pinky and the Brain HalloweenBrainy JackLeggo My Ego / Big in JapanBut That's Not All, Folks!Operation Sea Lion / You Said a MousefulThe Tailor and the Mice / Bah, WildernessPinky at the Bat / Schpiel-borg 2000Broadway MaladyThe Megalomaniacal Adventures of Brainie the Poo / The Melancholy BrainInherit the WheezeBrain's Night Off / Beach Blanket BrainThe Family That Poits Together, Narfs TogetherPinky's Turn / Your Friend: Global DominationYou'll Never Eat Food Pellets In This Town AgainDangerous BrainsWhat Ever Happened to Baby Brain / Just Say NarfThe Pinky P.O.V. / The Really Great Dictator / Brain Food
Season 4

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