Henry Pym worked with Professor Charles Xavier in modifying Cerebro to detect extra-powered organism regardless of the X-Gene in order for it to locate either heroes in distress or criminals in hiding. Unfortunately, Pym unwittingly installed the processors containing the A.I. mind of Ultron. Causing the A.I. to integrate with Cerebro, changing it into a genocidal personality which successfully wiped out the human race from the Earth. However, Pym was able to tap into the part of the Cerebro's system that was Ultron-based, and discovered its plan to neutron-pulse bio-organisms out of existence. Moments before the A.I. killed humanity, Pym returned to an old project, which transfers human minds into computer neural nets. Making himself the first to subject to the transfer process inside one of the latest Ultron units before his body died.

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