Membraine was a green skinned, bald headed, red eyed mutant created by Zemo and some scientist. When Membraine was brought to life, he was very dull witted. Somehow his mind evolved and turned Membraine into a genius. Membraine escaped from Zemo's castle and decided to destroy the human race after an incident with a police officer. Membraine went to Zemo's castle, revived Blofish's still living head, and went to Europe to destroy Zemo and his army, as he hated his creator for making him look so ugly. Membraine created an army that resembled himself with a cloning machine and took control of Zemo's empire. Just before he could kill Zemo, however, explosives in his castle went off and he was crushed by stone and Zemo's throne. Membraine is currently dead.