Brain Mite was a bluish imp monster with a pitchfork-like weapon. He can also shoot a beam from his head. When Count Dregon tried a new approach by attacking Dex from within his head, he had Nefaria sent the Maggots to implant Brain Mite into Dex's brain. Brain Mite then took over Dex's body while Dex was serving detention at school. While Brain Mite was doing his job, Count Dregon sent Nefaria to take over the internet in order to send an energy pulse that will turn anyone on the computer into Count Dregon's soldiers. At one point, Brain Mite even controlled Dex's speech, causing Dex to mouth off at Principal Chalmers. When Dex found out that Brain Mite is in him, he managed to put everyone in detention to sleep before transforming into Masked Rider and heading to the Leawood Sewer System