Roy: Well it looks like our combatants are set, we have taken everybody's thoughts into consideration and have analyzed all of the facts.
Ivan: Let's get ready for a battle of Marvel and DC's evil geniuses.
Roy: So as we always say-
Ivan: IT'S TIME FOR A DEATH BATTLE!!!
Another Large City That Has No Name
A group of people slowly formed in the middle of a large street. Something casted a shadow so large it engulfed the people and everything around them. They watched in horror as a skull-shaped ship loomed over them, it's tendrils flickering.
Brainiac was back again.
Brainiac, clad in his black cloak watched over the slowly growing group of bystanders in glee. He clasped both hands together as the large tendrils of his ship smashed into nearby buildings with full force.
Brainiac thought to himself about his previous encounters on Earth, relishing old memories of destroying and shrinking cities. However, Brainiac didn't know why the people were so scared in the first place.
He noticed that some had tattered clothes but he did not think of another threat destroying another part of the city. Brainiac's thoughts were interrupted by a flash in the sky.
Brainiac closely examined the two flashes fighting each other in the air. Finally they broke free from one another and revealed who they really were. One being Tony Stark, or Iron Man, and one being Ultron. The second threat.
Brainiac saw a flying hammer slam into Ultron with full force, but the attack didn't seem to truly damage him. Another figure rose up, and it was Thor, the God of Thunder. Brainiac quietly pulled his Shrinking Ray close to him as he swiftly went to put his Power Suit on.
Thor and Iron Man both stared Ultron down as they charged at him with full speed. Hulk, who was still angry from what previously had happened to him in Death Battle jumped from behind. He took his anger out on Ultron, slamming him onto the ground with all of his strength.
Ultron simply levitated back up as he saw a green figure aim a odd-looking gun at his foes. Within seconds, the three were all hit by the foreign gun, as it began to do it's work. Slowly three members of the Avengers began to shrink down to the size of insects.
Brainiac scooped the three of them up into his fist as he placed them into what looked like a container. He looked down on them with a grin as he quickly lifted himself up in the air and flew back to his ship.
Ultron followed with the intention of finding out what would happen to his three foes. Brainiac quickly entered his ship, closing the entrance. Ultron looked at the ship around him, as he scanned the alien technology.
Brainiac exited the ship and stared at Ultron.
"I suppose you could thank me, I have taken care of the job that you were incapable of finishing. Now may I ask, who made you?" Brainiac asked in almost a mocking tone of voice.
"That is none of your concern." Ultron replied in a calm voice. "And I was fully capable of defeating them.".
"Of course you were. If your foes were missing all of their limbs.", Brainiac sneered. "Now Ultron, I suggest leaving, and allowing me to continue with my plan.".
"How do you know my name?", Ultron asked in an angered tone.
"I read your mind. Now I know many things about you. Now tell me, who is Hank Pym? Is he the man who created you?", Brainiac replied while tilting his head.
"Do you think I am some child's toy? I suggest leaving, NOW." Ultron said with a harshness in his voice.
"I'm afraid I cannot do that Ultron, only one of us will be leaving alive now.", Brainiac calmly said as he readied himself into a fighting stance.
Ultron picked up a large Plasma Gun as he slowly moved backwards. The stage was set between the two evil geniuses. There was nothing left to say between the two. Now it was time to-
Neither man budged. Both anticipated the other to strike first. Ultron clutched his Plasma Gun tightly in one hand, while Brainiac remained in his fighting stance. Brainiac grinned as a distant shift in rubble was heard from the side.
Ultron kept his guard up, as he also heard the distant noise. Within seconds, a large slab of concrete pulled from a nearby building was seen, ready to make contact with Ultron in an instant. Ultron was quick to react as he took flight to attempt to dodge the enormous slab.
Brainiac had different plans, as he lifted the slab up and broke it apart with his trusty Psychokinesis. Brainiac sent the now four slabs of concrete around Ultron. Each piece slammed into Ultron's tough Adamantium body, but left no damage.
Ultron sent a concussive blast at each slab of concrete, each dissolving upon impact. Brainiac however, was gone. Ultron scanned the arena for his foe, looking at every building around him. A quiet sudden voice came from behind.
"Behind you.", Brainiac whispered in a hushed tone as he sent a hard fist into the back of Ultron's head. Brainiac looked at the slightly startled Ultron as he fled the arena by teleportation once more.
Ultron quickly whizzed around to look behind him, but again found nothing, until a distant green figure was seen in the distance. Ultron sent a large blast towards Brainiac. Brainiac quickly jumped back as he activated his Force-Field Belt.
The force field created struggled to keep the blast at bay, as it began to slightly flicker. Brainiac examined the blast with the little time given to him before teleporting once more. Ultron was ready this time, as he fired his Plasma Gun the second Brainiac reappeared, landing a direct hit at his chest.
Ultron fired another shot from his unusual Plasma Gun, and it again landed on target, at Brainiac's chest once more. Brainiac coughed, revealing a scowl as he took flight in the air. Ultron followed with his Plasma Gun ready.
Ultron followed Brainiac in close pursuit as he readied his Plasma Gun to fire once again. As he clicked the trigger, nothing happened. Brainiac looked over at Ultron and grinned. His Technopathy had corrupted Ultron's gun.
Brainiac used his Psychokinesis to take the gun straight out of Ultron's hands. Ultron sent a blast at his gun, destroying it. It was better that Brainiac could not get ahold of his gun. Brainiac took the opportunity to charge towards Ultron.
Brainiac sent a fist forward, but he was blocked by Ultron's hard Adamantium forearm. Ultron sent a beam directly at Brainiac's face, leaving a nasty gash on his face. Brainiac snapped his head forward as the wound slowly healed back to normal.
Brainiac landed a kick in Ultron's mid-section, followed by a small barrage of punches, well placed at Ultron's head. Ultron blocked the last few blows before sending a hard punch into Brainiac's chest.
Brainiac staggered backwards from the blow. Ultron flew forward towards Brainiac with one fist outstretched, but Brainiac had different plans as he grabbed ahold of Ultron's arm and sent him back down to the ground, causing Ultron to make a crater in the paved street.
Ultron slowly levitated back up, as he sent a large concussive blast upwards towards Brainiac. Brainiac's eyes widened as he was engulfed by the large deadly beam. When the blast was finished, there was no trace of Brainiac.
Ultron's crimson light glimmered proudly in his head as he began to near Brainiac's ship. He was interrupted by a static-like sound from multiple areas. Ultron looked around the city, and any screen that contained a digital sign, now contained Brainiac's face. Even electronic stores with T.V's and monitors or tablets on display showed his face.
"Ultron...Ultron...Ultron. Do you believe I can be killed that easily? I suggest scanning your surroundings Ultron...In the crowds among crowds of people below you lies one lone genius brandishing a Shrink Ray ready to reduce you to nothing but a mere spec of dust. I must say...this is a fight you cannot win Ultron. There is no escape.". Brainiac's face vanished as the crowds of people began to panic and run through the streets. Ultron caught an oh-so-familiar green figure in the corner of his eye.
Brainiac fired his Shrink Ray but only hit a building behind Ultron, shrinking it to the size of a toy. If it weren't for Ultron's quick movements, he would be done. Brainiac flew ascended in the air slowly, with his hands rubbing together.
Ultron flew forward and delivered a nice hard punch into Brainiac's cheek. Brainiac's face throbbed in pain as he skidded across the concrete sidewalk. Brainiac put his Shrink Ray away as he quickly rushed up to his feet.
Brainiac levitated backwards as Ultron sent a hard concussive blast his way, destroying much of the street and leaving it as a barren wasteland. Brainiac narrowly avoided the onslaught as he flew upwards at the very last second.
Ultron sent another blast forward as Brainiac began to put his Psychokinesis to the test. Brainiac bended the incoming matter with his mind as he began to morph the blast into a ball of energy.
Brainiac let the energy ball slam into Ultron with an insane impact, causing Ultron to blow away in the air like a falling leaf. Ultron slowly regained his balance as he flew forward to fight Brainiac in close-combat.
Brainiac awaited Ultron as he prepared himself with a formal fighting stance. Ultron flew forward with full speed as he slammed into Brainiac with a full body blow. Brainiac lurched backwards as he coughed from the impact.
Ultron observed his surroundings as he flew away from Brainiac into a nearby building. Brainiac reluctantly followed Ultron in pursuit, aware that this could be a trap. Brainiac slowly treaded into the area where Ultron had supposedly retreated to.
Brainiac looked around the building, but he found nothing. He could hear a feint noise, which was most likely coming from Ultron, but he was not too sure about it. Brainiac's thoughts were interrupted by a feint, quiet voice.
"You have underestimated me so far in our little altercation. I don't think you understand my own power. I have you caught in a trap. You hear me, but I cannot be found. I think it is time I show you my true power." Brainiac quickly looked behind but only saw a solid wall from the building.
Out of nowhere, a huge beam blasted through the wall, launching Brainiac away. He saw a large hole in the wall, courtesy of Ultron. Ultron flew through the wall and slammed a hard fist into Brainiac's stomach.
Brainiac grunted as he arched his back away, in order to get away from the second incoming punch, but to no avail as Ultron sent an Adamantium foot into Brainiac's already hit stomach.
Brainiac growled in frustration as he began to recollect himself. Ultron sent yet another fist forward, but Brainiac countered by grabbing Ultron's arm, using the momentum to slam him into the wall of a nearby building.
Brainiac delivered two hard elbows to Ultron's head, causing more cracks to appear in the wall. Ultron stared intently at Brainiac as he continued to punch Ultron. Ultron did not seem the least bit fazed, thanks to his Adamantium body.
Ultron grabbed Brainiac's fist at the last second and sent a small beam at Brainiac's face. Brainiac growled in pain as he backed away, with one hand clutching his face. Ultron sent a fist forward to meet the air, as Brainiac had teleported away once more.
If Ultron had facial expressions, his would be annoyed at the very least. Brainiac was back on the ground as he began to run towards his ship. Ultron saw the retreating Brainiac and decided to follow him, with the Encephalo Beam ready to fire.
Brainiac quickly pivoted around as he stared at Ultron closely. Ultron fired the famous "Death-Beam" which was blocked by a trusty force-field. Brainiac waved in a mocking way as he strode away from where the beam was intended to hit.
Brainiac deactivated his force-field as he let the beam land right next to him as he cackled at Ultron's misfortune. Brainiac decided to go on the offense now, as he flew up to deliver a hard punch to Ultron.
Brainiac, landed the punch in an uppercut, sending Ultron higher up in the air. Brainiac flew up as he formed his fists into an "axe-handle", as he slammed his fists into Ultron's back, slamming him onto the street.
Ultron attempted another Encephalo Beam as he launched it with full-force at Brainiac. Brainiac was caught in mid-air by the infamous Encephalo Beam. Brainiac cried out with an ear-piercing scream as he growled and clutched his forehead in pain.
The beam was so powerful, that Brainiac's skin began to almost melt from the force and pain. Within seconds, Brainiac fell limp as he collapsed on the ground, with smoke coming out of the side of his head. Dead or not, Brainiac was defeated.
Ultron picked up Brainiac's heavy body with ease as he sent the body flying with one swift throw. Like some type of twisted target practice, Ultron sent a concussive blast at the body, hitting it directly.
Ultron was interrupted by a sinister clapping.
NO,Ultron thought, it can't be him. It can't be him.
Ultron turned around to see Brainiac, or was it. No, Brainiac was dead, his brain was fried, Ultron told himself. This must be his leader-
I AM AFRAID YOU ARE INCORRECT, ULTRON, said an all-too-familiar voice. The new Brainiac, who wasn't dressed in a Power Suit grinned. Ultron was getting angry, what was happening?
"I applaud you, Ultron. You have proved to be more than a pile of scraps. You are something I would love to dissect and learn more about. I could make you into a valuable drone, like the one that you have happened to destroy.", Brainiac continued on with his lecture as more drones of Brainiac came from out of his ship.
"Ultron, do you believe that was the drone talking you throughout the fight. It was me. I had the control of the drone, in fact I LET you win. If I wanted, I could have deactivated you easily.".
Ultron flared with anger as he attempted an Encephalo Beam-
Ultron stop...Ultron felt as if he was short-circuited.
"I told you. I could have let you live but unfortunately I must shut you down.", Brainiac sighed.
Before Ultron could object he was shut off completely. His android life flashed through his eyes as he fell to the ground. What was left of Ultron was a empty shell of an android. Brainiac pulled out his Shrink Ray.
"I might as well let him rest.", Brainiac said to his drones, as he fired his Shrink Ray. Brainiac watched as his opponent shrunk down to a miniature size. Brainiac slithered towards his fallen foe as he lifted Ultron and stared at him with glee.
Brainiac returned to his ship with his trusted drones behind him. Brainiac put Ultron in a suitable container that he had placed cities and even Ultron's old foes, which had done a number on the container.
Brainiac lifted the container containing the three men from The Avengers. Brainiac activated his ship with his free hand. Brainiac thought he should pay the other Avengers a visit.
Ivan: So I suppose that Ultron won't be waking up any time soon.
Roy: This fight was close and Ultron could easily match Brainiac and his drones physically.
Ivan: But Brainiac was the winner due to his elaborate plans, and his superior technology.
Roy: Let us not forget about his Technopathy.
Ivan: Without it, Brainiac would most likely had not win the match.
Roy: But, he had it, and he is our winner.
Ivan: The winner is Brainiac.
+Could Match Ultron in Strength
+Has Destroyed Planets, while Ultron has only destroyed countries
+Possibly smarter than Ultron
-Not as durable
+Far more durable than Brainiac
+Had the power to kill or override a drone of Brainiac's
-Lacked any sort of backup plan in the match
-Brainiac could exploit his weaknesses through Technopathy
-Brainiac had Ultron's weaknesses