The Behaviour Modification Device was created by scientist and hero Thomas Thompson (aka Tom Thumb) as part of the Squadron Supreme's Utopia Program. It can alter the thought processes of a person who wears the helmet-like device. The Squadron used it to reprogram the minds of the various members of the Institute of Evil making them unable to commit further crimes and also making them eligible for Squadron membership.
Alternate Reality Versions
In Earth-TRN852, the Behaviour Modification Device was created by Tom Thumb and used on criminals to alter their memories. The criminals were then forced to join the Squadron Savage and deployed on missions the Squadron Supreme couldn't legally carry out.