
Biography –
Ultron was created by the original Ant-Man, Doctor Henry “Hank” Pym. Inspired by his studies of Professor Gregson Gilbert’s synthetic being Dragon Man, Pym began experimenting with artificial intelligence. After building a structurally crude robot (a torso on tank treads with spindly arms), Pym endowed it with consciousness using a copy of his own brain patterns as the basis for the robot’s programming. However, the robot inherited not only Pym’s great intellect, but his inherent mental instability—only without a human conscience. To Pym’s surprise, the robot developed an advanced intelligence within moments of its activation and an unexpected capacity for emotion. Most notably, it was filled with irrational hatred for its “father” Pym and the human race Pym represented. Overpowering and mesmerizing Pym, the robot—which soon dubbed itself Ultron—hypnotically commanded Pym to forget its existence and abandon the New Jersey lab where it was created. Pym did as commanded, and after the lab was shut down, Ultron returned. Using the lab’s equipment, Ultron rebuilt himself completely four times, making improvements and modifications each time. Rechristening himself Ultron-5, he now felt ready to wage war on humanity—in particular the Avengers, the heroic super-team which counted Pym among its founding members.
Powers –
Ultron has superhuman levels of strength, speed, stamina, durability, and reflexes; flight at subsonic speeds; and various offensive weapons such as concussive blasts of energy fired from its optical sensors or hands and an “encephalo-ray”, which places victims into a deathlike coma.
Ultron can also use the ray listed above to mesmerize and mind-control victims, or implant subliminal hypnotic commands within their minds to be enacted at a later time.
Ultron has the ability to convert electromagnetic radiation into electrical energy for use or storage. Ultron has a genius intellect, a capacity for creative intelligence and self-repair, superhuman cybernetic analytical capabilities, and the ability to process information and make calculations with superhuman speed and accuracy.
Ultron is an expert roboticist and strategist.Ultron’s outer armor is usually composed primarily of adamantium, which is almost completely impervious to damage. Ultron units are powered by a small internal nuclear furnace and incorporate a “program transmitter” which can beam part or all of Ultron’s memory/personality system into other computer systems or duplicate robotic bodies. Ultron can also control other machines remotely.
Ultron’s travels through outer space have greatly expanded upon the mad machine’s intellectual and mechanical capacity in new and intriguing ways. Having made contact with the parasitic biotechnical species known as The Phalanx, Ultron has made his own derivative of the Techno-Organic virus called the Ultron Virus through which Ultron gains vast conversion and roboticization capabilities, able to cast his own binary code into any conceivable form of machinery which he can steadily turn into an extension of the Ultron Intelligence. Making anything or anyone infected with his virus act according to his whims against their own free will.
Ultron through his vast technoformative abilities could change and morph entire areas into sprawling masses of cables, pipes and transorganic metal that moved about in any given direction he willed it too.
Ultron uses a “molecular rearranger” (which renders Adamantium temporarily malleable) to reconstruct or modify his body. His inventions include androne-mutation gas. This gas converted hundreds of humans into mindless metallic-bodied slaves composed of Gallium Arsenide with built-in, makeshift computer chips that Ultron could control remotely through his own central consciousness.

Biography –
Brainiac was created by the Computer Tyrants of the planet Colu (sometimes called Yod, or Bryak) as a spy to invade other worlds and collect their knowledge. The Computer Tyrants only programmed Brainiac with a Tenth-Level intellect, so as not to surpass their own Twelfth-Level intelligence, and overthrow them. Brainiac was later able to boost his intelligence to level twelve, with the help of fellow Superman enemy Lex Luthor.
Powers –
Brainiac’s most consistent power is his “twelfth-level intellect”, allowing calculation abilities, enhanced memory and advanced understanding of mechanical engineering, bio-engineering, physics and other theoretical and applied sciences, as well as extensive knowledge of various alien technologies.
Brainiacs brain can process and sort the knowledge of over four hundred ninety octodecillion beings (490 × 1057), which is an enormous number, about five billion times the estimated number of atoms of the Earth.
Brainiac has created devices such as a force field belt capable of withstanding Superman’s most powerful blows,and a shrinking ray capable of reducing cities.
Brainiac’s advanced mental powers have shown him capable of possessing others, absorbing information from other beings, transferring his consciousness, creating and manipulating computer systems, replicating multiple versions of himself, and exerting powers to traverse or control space and time.
Brainiac is usually depicted with an incredibly high degree of super strength and durability; the exact level varies, but usually hovers at around Superman’s strength.
Braniacs cybernetic headpiece lets him interface with technology and project energy blasts from his head, which were powerful enough to significantly harm Superman.
Who will win?
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