Disney vs Marvel Villains War
Xanatos, upon hearing that Ultron was the most technologically advanced and powerful robot in the world, sends his Coyote robot to varify these claims. Coyote confronts Ultron in the latter's warehouse base of operations. Coyote shoots first, but the more powerful Ultron absorbs the energy of the blast. Ultron then takes a shot of his own, completely tearing off half of Coyote's face. Ultron then fires his fist completely through Coyote's body, destroying the robot almost completely.
Deal With AIM
Not long after his battle with Coyote, Ultron hires AIM to design him some new upgrades to ensure his dominance in the war. However, Xanatos soon finds out about this and puts into play a series of manipulations that lead to Maleficent and Pete entering AIM's computer system and breaking through AIM's defenses so that Xanatos can steal the Ultron upgrades. Ultron catches wind of this and pays off Mysterio to enter AIM's computer and stop the intruders. However, due to Xanatos's interference, Mysterio fails. Xanatos gets his hands on the Ultron upgrades, which he uses to rebuild Coyote.
Rematch with Coyote
With a new body built from Ultron's upgrades, Coyote 2.0 returns to Ultron's warehouse to prove his superiority over Ultron. He and Ultron battle once more in a much more brutal and damaging confrontation than before. However, Ultron, being more familiar with the upgrades because they were designed for him, is able to destroy Coyote 2.0 and claim victory.
Dealing with the Xanatos Problem
Ultron, realizing that destroying Coyote 2.0 won't keep Xanatos off his back for long, decides that it is time to put an end to the wealthy villain. However, he realizes that taking down Xanatos will be next to impossible if he's alone and approaches the evil wizard, Baron Mordo, to forge an alliance. Mordo agrees and the two go to the Eeyrie Building to confront Xanatos.
Mordo easily dispatches the Thailog Shock Troopers that Xanatos dispense. The two Marvel villains fight Xanatos and his son, Alexander. After a brutal battle, Mordo kills Alex and is soon trapped in a magical blast from Alex's mother, Fox. Ultron turns Fox's attack back on her and kills her while Mordo finishes off Xanatos.
The Final Confrontation
Ultron and Mordo don't have long to rest, however, for soon after they are recruited by Dr. Doom to fight alongside Loki's forces against Maleficent. Doom proceeds to upload Ultron's programming into a sleeker, faster, and more powerful body. During the attack on the Forbidden Mountains, Ultron fights on the front lines, dispatching the goons, Pain and Panic, and even Pete with relative ease. However, Ultron is ultimately unprepared for when Hades hurls a lightning bolt at him. The impact destroys Ultron's body and the electricity from it disabled Ultron's programming and prevented the robot from uploading itself into another body.
However, this was not the end of Ultron as a copy of Ultron's programming still existed on Xanatos's computer.
Disney vs Marvel Villains War - Part Two
In Part 2, Ultron returned to try and take over the human race once again, but first, he needed to exterminate both Lady Waltham and Owen Burnett, who were still scheming in Xanatos' tower. By using his programming, Ultron escaped by making a new body for himself, then used his laser mouth to stun Lady Waltham. Owen tried to fight back, but the malevolent program used laser bonds to imprison the disguised Puck within a chair. Waltham escaped in time, just before Ultron scanned enough of Xanatos's computer data to become...The Xanatos Program!