ULTRON
Earth-24331

Real Name: Ultron

Identity/Class: Alternate reality (Earth-24331) digital intelligence;
    former robot

Occupation: Advisor;
    former would-be world conqueror

Group Membership: None

Affiliations: Red Skull (Johann Shmidt), James Stark

Enemies: Earth's superheroes (Captain America/Steve Rogers, Hulk/Bruce Banner, Iron Man/Tony Stark, Wasp/Janet Stark, numerous others)

Known Relatives: Dr. Hank Pym (creator, presumably deceased)

Aliases: None

Base of Operations: The Stark Technology building, USA

First Appearance: (mentioned) Avengers: Twilight#1 (March, 2024);
    (seen) Avengers: Twilight#2 (March, 2024)

Powers/Abilities: Ultron existed only as a digital intelligence housed within the advanced computer systems of the Stark Technology building. He was capable of speaking through the computer systems and could access the systems enough to have them build a suit of armor of his own design. No longer possessing a physical body, Ultron's continued existence was limited by the whims of those controlling the computer systems he was within and he was unable to act outside of those parameters, other than basic communication.

    Ultron formerly existed in an extremely durable metallic robot body.

Height: Inapplicable
Weight: Inapplicable
Eyes: Inapplicable (using displaying as yellow)
Hair: Inapplicable

History:
(Avengers: Twilight#1 (fb) - BTS) - Ultron was an artificial intelligence created by the Avenger Dr. Hank Pym but Ultron went rogue. After the secret identities of numerous superheroes were exposed, Ultron enhanced several supervillains and sent them to endanger the heroes' loved ones to lure the heroes into ambushes. Ultron ultimately took control of the savage Hulk, whom he used to level the city of Boston and kill hundreds including many superheroes.

(Avengers: Twilight#4 (fb) - BTS) - Earth's superheroes managed to stop both Ultron and the Hulk but numerous Ultron-enhanced villains remained at large as many of the heroes fell.

(Avengers: Twilight#2 (fb)) - Following Ultron's defeat, the villainous Red Skull posed as a member of the Boston clean-up crew and located the inert head of Ultron, whom he felt had been too impatient for success. The Skull uploaded Ultron's artificial consciousness into his computer systems and began a long plot to control the world by convincing Ultron to help him in exchange for providing Ultron a new body through which Ultron could take over the world.

(Avengers: Twilight#1 - BTS) - Years later, the former Captain America Steve Rogers went on a television news show to discuss a recent Red Skull documentary that painted the villain as a secret hero working against Hitler and when the topic of the tragic "H-Day" got brought up, Rogers mentioned that the events were caused by Ultron. His counter-point, Stark CEO James Stark, argued back that Ultron was created by an Avenger.

(Avengers: Twilight#2) - Having posed as "Kyle Jarvis" for years, the Red Skull returned to his quarters after attempting to convince James Stark to assume the mantle of Iron Man and Ultron, still existing within the Red Skull's computers, immediately accused the Skull of losing control of the situation. "Jarvis" argued that he was hardly losing control, only dealing with a few bumps along the way, and he commented that he had learned from Ultron's past failure to be patient. When the Skull noted how he once wondered how a robot could be impatient, Ultron repeated his accusation that the Skull was losing control. Ultron then mentioned that he needed the Skull to stay alive so that he could free him from his digital prison and the Skull assured Ultron that he remained dedicated to the deal they had made years ago. The Skull further claimed that once he had reshaped the world and was ready to leave it, Ultron would be primed for his own world takeover and a new era of greatness.

(Avengers: Twilight#5 (fb) - BTS) - Over time, Ultron built the Red Skull a sophisticated suit of armor patterned after the Skull's true nature.

(Avengers: Twilight#4) - Ultron manifested himself on the Red Skull's computer monitor as the Skull began his plans to reshape America and donned a suit of Red Skull-themed armor.

(Avengers: Twilight#5) - A confused James Stark looked at the armored Red Skull, whom he believed to be Kyle Jarvis, and the Skull had James scan the armor for any hidden malware or artificial intelligence potentially placed within it by Ultron. When James found no sign of malware and asked about the armor, the Red Skull looked over at Ultron's digital face on his computer monitor and explained to James that the armor was a gift from someone who believed in their cause but was not above impregnating his gifts with trojans. The Skull then ordered James to suit up in his Iron Man armor and once James had left, Ultron revealed his knowledge that the Skull had never intended to honor his deal with Ultron. Fully admitting Ultron's claims, the Skull commented that machines were meant to serve man and that he would not allow Ultron to reign over the world when the Skull died. As the Red Skull claimed he only wished to create a better world, Ultron accused the Red Skull of wanting only power and recognition. Ultron then began to rant that the Red Skull would never be satisfied and how the Skull's life would forever be in pursuit of something always denied, at which point the Red Skull blasted the computer screen displaying Ultron's artificial intelligence and repeated that machines served man. While later battling Captain America and his rebel allies, the armored Red Skull proclaimed himself the soul of the Red Skull and the power of Ultron. Cap replied by stating that Ultron's influence was good to know, as the Avengers routinely beat Ultron as well.

(Avengers: Twilight#6 - BTS) - Following the Red Skull's defeat by Captain America, the Ultron tech in his armor began repairing the damage and the newly-restored Wasp ordered Iron Man to take care of the Skull while she attempted to jump-start Captain America's failing heart. Iron Man admitted that he was not sure he could deactivate the Ultron tech within the Skull's armor but James Stark flew off with the Skull in an attempt to make up for his past failures under the Skull's manipulations.

Comments: Created by Chip Zdarsky and Daniel Acuna.

    While it seemed to be the intention of the writer that Red Skull destroyed Ultron when he destroyed the computer housing Ultron's digital intelligence, I think we all know from past Ultron stories that Ultron could have had his artificial intelligence stored elsewhere and he could have possibly utilized what little control he had of the Stark Tech computers to transfer his consciousness elsewhere while the Red Skull was charging up his blast. Something tells me that if there is a follow up to the Avengers: Twilight mini-series, we may not have seen the last of Ultron...

Profile by Proto-Man.

CLARIFICATIONS:
Earth-24331's Ultron
should be distinguished from:


images: (without ads)
Avengers: Twilight#2, p28, pan3 (Ultron artificial intelligence, main image)
Avengers: Twilight#5, p2, pan2 (Ultron on the Red Skull's computer screen)
Avengers: Twilight#2, p28, pan1 (Red Skull holding the severed robotic head of Ultron)
Avengers: Twilight#5, p2, pans3-4 (Red Skull destroying a screen housing Ultron's intelligence)


Appearances:
Avengers: Twilight#1 (March, 2024) - Chip Zdarsky (writer), Daniel Acuna (art), Tom Brevoort (editor)
Avengers: Twilight#2 (March, 2024) - Chip Zdarsky (writer), Daniel Acuna (art), Tom Brevoort (editor)
Avengers: Twilight#4 (May, 2024) - Chip Zdarsky (writer), Daniel Acuna (art), Tom Brevoort (editor)
Avengers: Twilight#5 (June, 2024) - Chip Zdarsky (writer), Daniel Acuna (art), Tom Brevoort (editor)
Avengers: Twilight#6 (July, 2024) - Chip Zdarsky (writer), Daniel Acuna (art), Tom Brevoort (editor)


First posted: 10/31/2026
Last updated: 10/31/2026

Any Additions/Corrections? please let me know.

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