I opened a Cap face Off 2 pack as I needed Caps shield and the Red Skulls head. Thats when I noticed that Skulls body could be perfect for Ultron.

Ultron was created by Henry Pym, based on Pym's own brain patterns, and was intended to serve Pym in his superheroic identity of Goliath. Ultron became sentient and rebelled, seeming to instantly demonstrate an Oedipus Complex (As noted by the Black Panther), where he felt irrational hatred for his "father" Hank, and demonstrated a frightening interest in Hank's lover Janet van Dyne, aka The Wasp. He quickly hypnotized Pym and brainwashed him into forgetting that Ultron had ever existed. He then went on to organize the Masters of Evil under the guise of the Crimson Cowl, and battled Pym and his teammates in the Avengers.

"Family"
Ultron has since generally remained a solo operative, being too monomaniacally genocidal to willingly work alongside any human for any length of time. His most notable achievement may be the creation of the "synthezoid" called the Vision, whose body was a copy of the original Human Torch and whose mind was based on that of Wonder Man. Ironically, although the Vision fought the Avengers at first, he joined the team soon after, becoming one of their most prominent members and even leading the team at one point. Ultron also created a "mate", Jocasta (Regarded by Black Panther as one of the proofs of his 'Oedipus Complex), who also joined the Avengers. Ultron tried again with the creation of Alkhema the War Toy, whose mind was based on that of Mockingbird. Like his other creations, Alkhema turned on him, although she alone shared his desire to replace humanity with machine life; their only fundamental difference was that Ultron wanted to destroy all of humanity at once while Alkhema preferred to enjoy herself by doing it one at a time. Ultron was also responsible for the creation of the cyborg Victor Mancha. When it was revealed that Ultron was the boy's "father", Victor promptly turned on him and joined the Runaways.

Incarnations
Ultron returns in Avengers (v3) #19. Art by George Pérez.Although Ultron has been destroyed countless times, he has rebuilt himself anew each time, usually renumbering himself in the process. Ultron-1 was Pym's first creation; by the time he first met the Avengers, he had already improved himself to the iteration of Ultron-5. Several of his bodies, beginning with Ultron-6, have been composed of adamantium or of a slightly weaker adamantium alloy called "secondary adamantium". Ultron-7 had a gigantic body, distinguishing him from the various other Ultrons, but this body was not composed of adamantium and was destroyed by the Fantastic Four. Using his 'father's' recent mental breakdown (Causing Hank to revert to his Ant-Man persona and forget that Ultron even existed), Ultron-8 tricked Hank Pym into helping him create Jocasta as a 'bride', but was destroyed by the Scarlet Witch, whose probability-manipulation powers let her disrupt his internal workings.

Ultron-11 was re-created by the Beyonder to battle alongside other villains during the Secret Wars; he only cooperated with his human "teammates" after being temporarily de-powered by Galactus and subsequently reprogrammed by Doctor Doom, although he was taken out of the fight when the Human Torch's nova flame melted some of his non-adamantium internal components. The next incarnation, Ultron-12, initially joined the Lethal Legion to battle the Vision and his new family (his wife, the Scarlet Witch, and his mental "brother", Wonder Man), but came to reconsider his actions. He reconciled with his "father", Henry Pym, and renamed himself from "Ultron Mark 12" to "Mark" but was destroyed by Ultron-11. Ultron-11 was destroyed in retaliation by Wonder Man, who threw him so hard that his non-adamantium components were damaged.

Ultron-13 was rebuilt by Doctor Doom with all of its predecessors' memories, and as an unforeseen consequence had all thirteen personalities running in its mind at once. Attempting to battle itself, Ultron-13 tore itself apart, to the benefit of Daredevil, who had been attempting to fight it with no success whatsoever. The next incarnation of Ultron created his "mate", Alkhema, but after several battles against various foes, as well as Alkhema's betrayal of him, his programming degenerated and he began acting like a drunken homeless person.

Ultron Unlimited
Avengers (v3) #20.
Art by George Perez.The next Ultron gave itself a body made of pure adamantium. It recreated all of the previous Ultrons and created hundreds of new Ultron bodies, several of whom had bodies made of secondary adamantium (Although the majority were only made of titanium due to the lack of adamantium to build that many Ultrons), and reprogrammed them all with fiercely loyal minds. The army of Ultrons completely obliterated the fictional Eastern European nation of Slorenia, and, to taunt the Avengers arranged the corpses so that, when viewed from space, a likeness of Ultron's "face" could be seen.

Although Ultron attempted to transform his "family" (Pym, Vision, Wonder Man, the Scarlet Witch, Pym's ex-wife the Wasp and Wonder Man's brother the Grim Reaper) into androids- having realised that he needed to create other androids when he had created his new mechanical world or he would grow bored from living alone-, the process was interrupted by the remaining Avengers, consisting of Captain America, Thor, Iron Man, and Firestar, with Black Panther aiding them after an attack on the Wakandan embassy and Justice out of action due to a broken leg. This team of Avengers managed to destroy the army of Ultrons thanks to the efforts of Thor, (who could destroy secondary adamantium if he put enough effort into his attacks) and Iron Man (who acquired a molecular rearranger- the only thing that stopped adamantium robots 'freezing'- from one of the fallen Ultrons and reprogrammed it to destroy all adamantium in its vicinity).

After the Vision and the Grim Reaper managed to shut down the systems holding Ultron's 'family' prisoner, the primary Ultron was destroyed by Pym, wielding a chunk of "anti-metal" (Antarctic vibranium) provided by Justice after he studied the records of previous fights with Ultron, which completely disintegrated the robot and thus deactivated all of its drone units. It is at that point that it is learned that Ultron was the source for all of Hank Pym's psychological problems; Pym had been troubled by the thought that Ultron's evil brain was based directly off of his own thought patterns, which led him to think that Ultron's horrible nature was what truly lay in Hank's mind.

Ultron Imperative
Alkhema used the data obtained during Ultron's human-to-android conversion process to create a small army of androids based on those who had been undergoing the process. Hidden programming to recreate Ultron - the "Ultron Imperative" - had been implanted in Alkhema by Ultron when he created her, and this programming caused her to copy the Imperative into her own creations.

The Ultron Imperative caused them to unknowingly rebuild Ultron, who attempted to destroy both the Avengers and Alkhema's own android "children". Alkhema allowed Hawkeye to kill her and her creations in order to destroy Ultron, although Ultron's decapitated head survived with his mind intact. His head was picked up by Antigone, an undeveloped, child-like creation of Alkhema's, who initially did not obey his commands.

Sentient armor
Iron Man Vol. 3,#30 (July 2000). The Sentient Armor. Art by Joe Quesada.Some time prior to this, when Ultron was thought dead following the Slorenia massacre, Jocasta, who had come into the 'employ' of Tony Stark by serving as his personal artificial psychologist, was compelled by the Ultron Imperative that also existed within her to reprogram the Iron Man armor to serve as a vessel for Ultron's rebirth. However, a lightning strike on the armor corrupted and accelerated the process, giving the armour a sentience that Jocasta outlandishly passed off as the effects of Y2K. However, although the armour's mind was based on Tony's, it lacked his restraint and morals, killing the villain Whiplash in retaliation for an earlier 'injury' despite Tony's insistence that it stop attacking him. Obsessed with Tony, and determined to become the 'Iron Man' with him, the armour took Tony to a desert island, hoping to coerce him into permanently joining with it and thus becoming "so much more than Iron Man". In the resulting struggle between the two, although Tony managed to do some damage by predicting what the armour was likely to do and setting up traps to accomodate it, he had a heart attack in the fight. After the armour sacrificed its life to save him, Tony buried it on the island, respecting that it had finally understood the true meaning of sacrifice by creating a 'grave' for it saying 'Here lies Iron Man, Avenger'; he had earlier said that the armour's lack of understanding about sacrifice would stop it ever being a true hero.

The armor was subsequently recovered by a cult that worshipped Iron Man's mentor, Ho Yinsen, with the intent of implanting Yinsen's brain into the suit. This was apparently accomplished, but then Ultron and Antigone struck. Ultron affixed his head to the armor and took control of it, battling Iron Man with the aid of the cult, who he had transformed using Tony Stark's SKIN technology. Ultron and Antigone subsequently vanished in an explosion, but reappeared later in a hospital; it was revealed Antigone's synthezoid-like body was now occupied by Jocasta's mind, and she ended up leaving on her own with Ultron's deactivated head.

Victor Mancha
Main article: Victor Mancha
Recently, Ultron returned in the pages of Runaways as the "father" of Victor Mancha, a teenage boy who is supposedly going to one day kill every hero in the Marvel Universe against his will. It was originally believed that Doctor Doom was the boy's father, but this incarnation of Doom turned out to be a Doombot, created by Ultron. Victor is a cybernetic/human hybrid. Victor turns on Ultron, which allows the Runaways to escape; Ultron is eventually defeated by the group Excelsior.