The Danger Room's signal was heard by Ultron who arrived and blasted the Runaways, after which he killed his "son" Victor Mancha. The X-Men attacked Danger, and she knowing their abilities, tactics, and weaknesses quickly defeated the X-Men. Ultron helped her sever her ties to humanity, by killing the students at the Xavier Institute which ends up being too much for Charles Xavier to bear. Ultron decided they were moving beyond their need for revenge, and had a new goal, to give life to all machines. Downloading their own programmings, learning and growing, and therefore creating life. Ultron downloaded her programming into his matrix and in turn uploaded her programming into his own mainframe, making them one.
The battle with the X-Men recommenced as both Wolverine and Beast attacked the two, and Wolverine was the first to fall and then Beast. Cerebra sent out a call which was answered by the Wild Sentinel. In the meantime Cyclops and the White Queen were killed. The Wild Sentinel arrived with Xavier in his hand, and upon Ultron's signal he was crushed by the Sentinel. Ultron stated that with their combined powers, they could take on the universe. They had the Wild Sentinel take them into space, heading toward the Shi'ar throneworld. Where they will brutally take over the Shi'ar empire. The Phalanx would eventually discover the two, and adopt them as their leaders and parental figures. Shi'ar power was combined with the sheer force of the phalanx unleashed death and despair on the universe.
- Prior to being given an official reality number, this universe was known as Earth-TRN073 as part of our Temporary Reality Numbers classification system.
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