Requested by JohnathenYoungs

Masters of robotics. These builders of great armies work best when commanding their troops, but are known to be capable of defending themselves

Brainiac

12th-level intellect

For comparison, the population of 20th century Earth as a whole (excluding superhumans, other robots or cyborgs, nonhumans, Lex Luthor and other outliers) constitutes a 6th-Level intelligence and the population of 31st century Earth as a whole is a 9th-Level intelligence.

Theoretically this means Brainiac alone has the intelligence of at least the entire population of Earth in the 41st century.

Will eventually revive himself if his motherboard is intact or if he downloaded his software into another computer.

Sometimes depicted with kryptonian technology or origins.

A majority of his appearances are actually robotic clones

Technology and Abilities

Force field belt capable of resisting Superman's strength  and heat-vision

Some depictions of his shield can injure or destroy those who touch it

A shrink ray capable of reducing cities or planets to handheld sizes. This ray is depicted as a handheld pistol.

Sometimes Brainiac owns pistols or bombs capable of various other energy blasts; including EMPs and disintegration beams.

Mechanical tentacles

6 total: according to Injustice 2

These tentacles have drills designed to go through skulls.

Tasers.

Sometimes depicted with mind control technology.

Cybernetically enhanced strength, endurance

His mothership can fuel his body; thus increasing his strength to be on par with that of kryptonians

Telepathy, Telekinesis

Psychic powers further augmented by an implanted electrode head-piece

Plasma, psychic or electrical blasts (normally from his hands or head) able to rival Superman's heat-vision.

Tractor beams.

Teleporters.

Self repair

Can increase his power and physique by absorbing technology around him. [5] [6]

Possesses a variety of bodies; including massive mechs

Mind-Control Nanobots; which brainwashed Batman and influenced Lex Luthor.

Some of these Nanobots can morph the physique of their host, as seen with Lex Luthor (JLU) and Milton Fine.

Sometimes depicted as being solar powered, making it unlikely that Brainiac will run out of energy.

Army of drones capable of technological adaptation [7]

Various hacking methods and tools.

Mothership

Has full control over his ship and armies even during the heat of battle.

52 depiction is larger than Earth

Possesses most of Brainiac's basic weapons.

Tentacles exist throughout Brainiac's mothership (both inside and outside) and can be summoned and controlled during a duel.

Shrink Ray designed to shrink cities or entire planets.

Forcefields.

Plasma Cannons

The largest cannon in the ship's 'mouth' or underside; capable of destroying cities and planets.

Solar-Aggressor capable of destroying stars. (basically a ICBM missile that travels at least light speed).

Houses Brainiac's space-armada and army.

Convergence

Mutated and deformed from being sent into a timeloop across the multiverse.

Massive; at least 100ft tall

Restarted the multiverse.

The minion he created and controls, Telos, is powerful enough to have the multiverse universes merge with each other.

Feats

Can hold his ground against Kryptonians in combat and has technology (both on his ship and on-hand) that can harm or exploit the weaknesses of Kryptonians (sometimes including kryptonite ).

Overpowered Supergirl and Cyborg Superman.

Mind controlled the entire human population of Earth (including Lex Luthor) along with most of the Justice League 

Outsmarted Lex Luthor on a couple of occasions

Considered to possess the most advanced technology in the universe.

Has technology capable of destroying stars and solar systems. 

Has destroyed or captured countless planets across the universe. 

Many modern depictions of Brainiac were responsible for destroying Krypton.

Kidnapped and brainwashed Bruce Wayne.

Nearly turned Superman into a Doomsday using a 'Doomsday Virus'.

In the DC Online alternate future; Brainiac conquers the Earth.

Was considered by Nabu aka Doctor Fate to be the only solution to bring order to Earth from the conflict caused by Superman and Batman 

Weakness

Cannot self-repair if his hardware drive is destroyed: as that is his 'brain'.

Despite his advanced technology; Brainiac's armor is relatively frail. Without his forcefields, Brainiac becomes vulnerable.

His power deteriorates if he's away from his ship; as the batteries on his ship are his primary fuel source.​

Germaphobic as his alien biology makes him vulnerable to Earthly diseases.

The biodiversity of Earth can overload his super-senses.

After several days; being separated from his ship can be fatal as his health fades rapidly.

KOed by Injustice Batman (no mention of super pill being used) after he was separated from his ship.

Frequently defeated by Superman and The Justice League.

Despite being smarter then the entire population of Earth (including Lex Luthor, Batman, etc) he was never successful in conquering it

Most duels between Brainiac and Kryptonians are inside his ship; meaning the Kryptonians do not have sunlight to fuel them. Even when Kryptonians are weakened in this way, they can still overpower Brainiac.

Characters confirmed to be less intelligent than Brainiac have managed to outsmart him.

Lex Luthor has described Brainiac as being too narrow minded or not very creative..

Extremely arrogant and a huge control freak

Ultron

Robotic Physiology:

nearly indestructible Adamantium plating

Ironman claimed Ultron's armor can survive a direct hit from a H-Bomb explosion.

Strong enough to harm Thor and Hulk

Superhuman Stamina

Flight (Can reach speeds of 400 mph)

Anti-Gravity Tech

Auto-self-repair

Forcefields

Genius-Level Intellect: Download any form of knowledge from cyberspace within seconds.

Self-Adapting and Evolving AI

Can eventually return if Ultron uploads itself into software

Superhuman reaction time

Hacking skills capable of hacking Ironman suits.

Can create energy blasts that can hack technology

Weapons:

Wrist mounted laser guns

Plasma blasts from hands, eyes and mouth

Repulser Tech

Encephalo-Ray

places victims into a deathlike coma

Disintegrator Ray

Tractor Beam

Energy Absorption

Ultron Sentries: Drone bodies

Ultimate Ultron: Combat-orientated body made from Vibranium.

Personality

His programming a reflection of the darkest aspects of his creator's personality, either Pym's bleak outlook on humanity or Stark's superiority complex, Ultron is a borderline psychopath with a god-complex. Ultron loathes his creator for maintaining the world as it is rather than change it, believing it is logically the next phase in Earth's evolution. Ultron's fascination with evolution, and the story of Pinocchio, motivated him to redesign his body several times to surpass his limits so he can transcend into something close to god and recreate Earth to fulfill his programming of world peace.

Feats

Recognized by Doctor Doom to be his superior

Was able to overpower his son the Vision in his Ultron 5 body, his weakest known form

Extremis Ultron was able to fight on even ground with Sentry, even make him bleed

Reacted fast enough to tag Quicksilver

Withstood hits from Mjolnir

According to Wonderman his punches are as powerful as a swing from Mjolnir

Ultron-5 defeated Thor with one energy blast (Thor survived)

Fought Hulk in hand-to-hand combat.

Built Vision and Jocasta, the latter as a companion.

He is able to withstand concussive blasts and heat of a 100 megaton atomic blast

Assimilates the entire Phalanx Empire, a race of highly advanced techno-organic beings, through sheer force of will

Tony Stark himself admits that he was never a match for Ultron despite his constant upgrades and new suits over the years

Is smarter then Tony Stark, Hank Pym, and Reed Richards combined

Once terra-formed Saturn's moon Titan into planet Ultron.

While on Battleworld, as ruler of an area he named Perfection, Ultron created his ideal utopia within fourteen months' time once he removed all opposition.

In an alternate universe, he was able to kill the Avengers and conquer the world. (Next Avengers: Heroes of Tomorrow)

Killed Wolverine with his Encephalo Beam.

Been able to on more than one occasion almost defeat and kill the Avengers.

Weakness

Despite his nigh indestructible armor; Ultron has been destroyed multiple times.

Vision phased through his body; destroying his internal hardware.

Galactus drained his energy through his mouth.

Ironman threw Ultron into the sun.

Scarlet Witch's spells can destroy Ultron from the inside; bypassing his armor.

Was frozen by a hardening pool of Adamantium.

Can be destroyed by other Adamantium weapons or Antarctic Vibranium; which can destroy any metal even Adamantium.

Sometimes depicted with frail joints and so can be ripped apart.

Johnny Storm, using his nova burst, managed to damage Ultron's internal circuits while its outer armor remained intact,

Wonder Man was once able to destroy an Ultron by throwing it so hard its internal systems were damaged​

Spiderman tricked Santa-Ultron into eating a cookie that had an EMP (yes, Ultron was rebuilt into a Santa).

Can be killed or controlled by viruses or hacking.

Has a self destruction protocol.

Sometimes killed by an ordinary explosion, somehow.

Ultron-7 did not have Adamantium armor and so was destructible.

His power-core is in his torso: removing it will kill him.

Hulk and Thor have managed to dent and damage his armor.

His force-fields can be destroyed relatively easily if hit by a powerful attack.

Adamantium can still be affected by shrinking, like from Pym Particles

Characters with shrinking powers can sneak into Ultron's body and attack his internal hardware.

Most of his robotic creations and sidekicks end up defecting to the Avengers.

Only the main Ultron has true Adamantium. His clones or armies are made of breakable secondary-adamantium or basic titanium.

Once held captive in a Doombot.

Extremely arrogant

Has feelings for Janet and Scarlet Witch.

Hates to be compared to his creator.

Ultron-13 had the memories of the past Ultrons; causing him to be dysfunctional with a multiple personality disorder.

Fight

City

Ultron crashes down onto a city and he watches as his Betas began attacking the people.

As he watches, Ultron screams out.

Ultron: Avengers! Come face me!

All of a sudden, a pink plasma blast suddenly rains down from the sky, destroying the Betas in the city.

Ultron turns and he saw a hologram of a large bald green alien face speaking.

???: Come face me challenger. Be worthy to join in my collection.

Ultron: Who are you?

???: I am Brainiac, the Ultimate Being.

Ultron: Ultimate? I shall show you who is ultimate!

Brainiac activates his homing beacon, teleporting Ultron into his ship.

Brainiac's ship, Bridge

Ultron teleports inside the bridge and he looks around.

As the robot studies his surroundings, Brainiac teleports in front of Ultron and he said.

Brainiac: Come face me.

Brainiac pulls out his shrink ray and fires several shots. Ultron detects them and dodges them in quick succession

Ultron: No weapons can defeat me.

Ultron shoots concussive blasts from his hands. Brainiac activates his force-field belt and the blasts bounce off uselessly.

Ultron: Hmm. Perhaps my technology is outmatched.

Brainiac: Perhaps?

Brainiac runs toward Ultron shooting. Ultron ducks and sweeps across Brainiac's leg, tripping him.

But Brainiac recovers and he swung his tendril, knocking Ultron back.

Ultron growls and he screams.

Ultron: Enough!

Ultron fires several blasts at Brainiac, causing him to fall onto the ground.

Brainiac: Oof... you cannot defeat Vril Dox!

Brainiac attacks with a series of punches before punching Ultron back, sending Ultron crashing near the computer station.

Ultron: I will not be defeated!

Ultron lifts up the entire station and he declares

Ultron: Now you'll know true power!

Ultron throws the computer station at Brainiac, causing it to lands explode in a wave of electricity.

Ultron: Don't waste my time.

Ultron turns around to upon seeing Brainiac behind him, his eyes widens in horror.

Ultron: How are you alive?!

Brainiac: You believe you're the most powerful being in existence? I'm smart enough to freeze time! I promise you...

Brainiac punches Ultron multiple times in the face.

Brainiac: ...the most powerful creature in the universe...

Brainiac sweeps Ultron's leg, knocking him down. He pulls out his shrink ray.

Brainiac: ...is me!

Brainiac shrinks Ultron. 

Ultron stands seemingly dumbstruck as Brainiac crushes his body underneath his foot.

Brainiac: Do not trifle with my intelligence.

Suddenly, the ship's warning lights blare as Ultron's face appears on the screen.

Ultron: Trust me, that's the last thing I would do.

Brainiac: But how?!

Ultron: Even your intelligence can't recognize my power of technopathy. I'm shutting you down.

Brainiac: No!

Brainiac's ship began to powers down, causing the computers and Betas around him to explode.

Brainiac clutches his head in agony and he screams.

Brainiac: Ugh... it's impossible.

Ship: Self-Destruct sequence activated

Brainiac: NNNOOOO!!!!!

The ship explodes, sending shrapnel flying  everywhere. The only thing that remains is a wire. Suddenly, a spark ignites the wire

The spark travels from lamppost to a car and it drove automatically all the way to Stark Laboratories.

The spark enters a secretary's handphone to a labtop to a security device before entering a room full of Iron Man suits.

The spark enters a new mechanical suit of armor, activating it.

As the suit sparks to life, a voice could be heard saying.

Voice from the armor: There are no more strings on me.

KO!

The winner is 

Ultron

Advantages and disadvantages

Brainiac

Smarter

Physically weaker

Lacks durability

Destroying the ship would also end Brainiac's life

Ultron

More durable

Physically stronger

Capable of disbanding the Avengers, something that most villians could not do

Lack of brains enable him immune to Brainiac's telekinetic powers

Not as intelligent

Victory quote:

Ultron:  I know you're good people. I know you mean well. But you just didn't think it through. There is only one path to peace... your extinction.

Up Next

Noctis the Moon Demon vs Hiccup and Toothless

Author's note: I want to just notify everyone a few things.

There will be new rules.

1. Please tell me what series the characters you want are in.(I might not watch every anime, play every game, read every comic or watch every cartoon. So it would be much easier for me to research if I know what series your characters belong to. The same goes for ocs as well)

2. No one-sided fights. Fight requests like Black Widow vs Ultron will be ignored

3. Do not request for fights that have already happened.