Brainchild was the very short-lived project between Klayton and then-R.E.X. Records president Doug Mann in 1992. Releasing their sole album, Mindwarp, Brainchild featured a much more intense sound compared to Klayton’s other project at the time, Circle of Dust, and much more political themes surrounding its lyrics. These themes included the state of the economy at the time and the American government.

Brainchild was also part of a collaboration album with Circle of Dust and Living Sacrifice called Metamorphosis, released in 1993.

In 1994, R.E.X. desired a new Circle of Dust album from Klayton. Due to not having the funds at the time to create an entirely new album, Klayton opted to take Mindwarp and retool it into a sophomore album for Circle of Dust, titling it Brainchild. Brainchild featured the exact same tracklist, with some of the songs being adjusted to varying degrees.

Brainchild as a project has since been entirely abandoned, remaining integrated with Circle of Dust to this day. The closest thing to activity of the project came with the remaster of Brainchild in 2016, which brought back the previously-abandoned 1992 versions of the remixed songs.