Entering Force Works compound through a portal that was part of Kang the Conqueror's time apparatus, Ultron and his partner Wonder Man first encountered Spider-Woman, and USAgent. Ultron made quick work of Spider-Woman leaving only USAgent to contend with while Wonder Man went in search of his other companion, Cybermancer. The battle with USAgent was a stalemate until a solid punch to Ultron's jaw caused USAgent to pause in disbelief when he noticed that Ultron was bleeding. Up to that point, the only version of Ultron known to USAgent was a machine, but this new foe explained that he was a techno-organic entity and far superior to his predecessors as well as USAgent. Ultron then delivered a blow that rendered USAgent unconscious and met up with his allies. However, no matter how advanced this Ultron was, he could not prevent his own demise as well as the destruction of the Earth he came from. Soon after Cybermancer was erased from the time stream, as their world was dying, Ultron followed her into oblivion despite the offer of help from Scarlet Witch and her teammates.