- Sheen is one math test away from being left back, so Jimmy turns his Brain Drain helmet into a Brain Gain helmet and uses it on his buddy, instantly quadrupling Sheen's IQ.
- Sheen, due to his inability to focus, is about to fail a test that will prevent him from moving to the next grade with his friends. After Sheen fails a history test, Jimmy and Carl try to tutor him, but Sheen won't listen to them. In a desperate attempt, Sheen begs Jimmy to turn the Brain Drain helmet into a Brain Gain helmet to make him a genius like him and Jimmy agrees. The helmet works and Sheen becomes a genius like Jimmy.
The next day, Sheen passes the test, but acts rude, disrespectful, and arrogant to his friends, due to his intelligence. He then tricks Ms. Fowl into letting him play hooky, which makes Jimmy and Carl very concerned. Sheen goes to the Candy Bar, where his head has grown to an enormous size and he orders Sam to give him a free sundae. Jimmy turns the helmet back into its Brain Drain mode and tries to place it on Sheen's head, but Sheen has gained psychic powers and uses them to torture Jimmy. Sheen then decides to use his new mental powers to plunge Retroville into mass destruction and chaos. He declares himself as the town's evil dictator and makes Libby his queen (but only after bribing her with robes and jewelry).
Jimmy and Carl go back to the lab and realize that Sheen's brain will keep growing until his head explodes. They decide to trick him into putting it on by disguising the Brain Drain as a crown. However, Sheen figures out their plan and decides to punish them by using his new reality-warping powers to torture them, despite Libby's protests. Jimmy and Carl try to warn Sheen about his head exploding, but he doesn't listen and continues to torture them. Sheen then abandons his position as an overlord and declares himself as a god. Libby then leaves him in a huff and Sheen goes after her.
In one final attempt, Carl and Jimmy disguise themselves as Ultra Lord to convince Sheen to change back and Sheen is easily fooled. They then tell Sheen to put the helmet on, but Sheen refuses to take any orders from them, causing him to brutally strike Jimmy and Carl with a lightning bolt. Sheen floats over to Jimmy and Carl and sees them, believing them to be dead. This causes Sheen to realize that his new powers have turned him into a monster, and renounces his powers and intelligence. He then realizes that Jimmy and Carl have survived and apologizes for what he did. That does not stop Sheen from getting his just comeuppance, though, as he starts getting painfully zapped by the Ultra Lord costume.
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