Continuing his travels through time to learn his origins, the Vision sees that after the original Human Torch's "death" battling the Fantastic Four, the Mad Thinkers lab was soon visited by Ultron. Ultron explains his origins to the computer Quasimodo, and then explains his desire to use an android against the Avengers and how he had gotten the location of the Torch's body from the Mad Thinker himself. Ultron then takes the Torch's body leaving Quasimodo behind to be found by the Silver Surfer. While back on Earth in Viet Nam, Moondragon has arrived to greet the Avengesr. The spectral form taking the shape of the late Swordsman explains to all present that Moondragon and Mantis were destined to live similar lives, and that one of them was to be the Celestial Madonna, Mantis being the first choice and Moondragon was the back up should Mantis prove to be unworthy of the tite. Back in time, Vision learns that Ultron was unable to repair the Torch's body, and so sought out Phineas T. Horton to help repair the android. Horton, now a down on his luck property manager was easily coerced into helping Ultron. However, once the Human Torch was rebuilt into the body which would be known as the Vision, Phineas sacrifices his life trying to stop Ultron, but ultimatly fails. Fearing that the Torch's personality would be a cause for the Vision to revolt, Ultron then planned to use the brain patterns of Simon Williams (aka Wonder Man) to insure that the Vision would comply with his orders.