The metal monstrosity called Ultron, constructed by the size-changing scientist Henry Pym himself, inadvertently gained sentience and rebelled against the Avengers' resident roboticist.
After six months of failure, Ultron kidnapped the first Human Torch's initial creator, Professor Phineas T. Horton. Ultron decided to create his own android using the android Human Torch of the 1940s (actually a divergent Human Torch created by Immortus for his own machinations) to serve as a vehicle of vengeance against the Avengers. Ultron had Professor Horton color the android's face red, and also had Professor Horton alter the Horton Cells of which the Torch consisted, giving his creation density-shifting powers. When the Vision was "birthed," however, Ultron discovered that Professor Horton had not erased or destroyed the Vision's memories as the Torch. Ultron killed Professor Horton for having betrayed him, and the "Torch" sought vengeance. Ultron defeated him and endowed the Vision's neural processors with the brain patterns of Simon Williams, the ionically charged costumed champion called Wonder Man, implanting a control crystal to keep him in check.