B.A. Variant Wasp head painted silver & flesh tone.
Based on Mighty Avengers#3 comic book.
Female Ultron

Female Ultron. Art by Frank Cho. Mighty Avengers #1, Ms. Marvel found herself leading her team of Avengers into battle against the Mole Man and his monsters. Distraught over the destruction of his subterranean kingdom, the Mole Man once again declares war on the surface world. When the fighting subsides, the Mole Man learns that the surface world is not responsible for the destruction.

During this exchange, Tony Stark's Iron Man armor unexpectedly begins a metamorphosis, the end result being a new being all together. This new being is a naked woman of considerable power as she is able to lay waste to the surrounding horde of monsters as well as incapacitate both Ares and the Sentry.

Fearful, Ms. Marvel orders a hasty retreat, but Wasp goes against orders and begins to talk with the woman, whom bears a striking, reflection-like resemblance to Janet: only to discover that her doppelgänger is a new version of Ultron. Ms. Marvel orders the Avengers to make a full retreat, however the Sentry stays behind to make sure they make it out in one piece. In the ensuing battle, the fleshy tone to the female Ultron's skin begins to disappear, and her entire body takes on a completely metallic sheen.
Ultron then takes over and crashes a S.H.I.E.L.D. carrier, which was saved at the last second by the Sentry, which gave Ultron the chance to escape. She then broad casted a message into every electronic device on Earth, stating that the world would soon be destroyed by her hand, and not to worry because there was no way to stop it. Upon realization that Ultron was utilizing Tony Starks weather changing satellites, which according to the Starktech 9 were only in stage two of production, Wonder Man and Sentry flew into space and destroyed them. At which time Ultron put into action 'Plan B' or her plan, which thus far seems to consist of killing Sentry's wife. The Avengers have also noted that, so far, Ultron's plans are simply variations on plans that have been previously used by other villains.
Powers and abilities
Ultron's abilities vary with each redesign, but typically include superhuman strength and durability, the power of flight, and various offensive weapons such as concussion blasters, radiation emitters and his "encephalo-ray", which plunges its victims into a deathlike coma. The latter ray also allows Ultron to mesmerize and outright mind-control his victims, or implant subliminal hypnotic commands within their minds to be enacted at a later time. Ultron's outer shell is usually composed of Adamantium, rendering it almost totally impervious to damage; even a punch from the Hulk only caused a slight dent. His internal mechanisms are generally less durable and more easily damaged, as demonstrated when Wonder Man managed to destroy Ultron by throwing him so hard that his internal workings shattered. Ultron's Adamantium forms have proven vulnerable to molecular rearrangement devices and the metal-destabilizing ore known as Savage Land Vibranium ("anti-metal"). Some Ultron models feature tractor beams and energy absorption capabilities.

Most Ultrons are powered by a small internal nuclear furnace, and incorporate a "program transmitter" which can beam part or all of Ultron's programming into remote locations such as computers or alternate robotic bodies. Ultron can often control other machines remotely even if he has not transplanted his consciousness into them. One recent Ultron model developed hive-mind technology, allowing him to animate and control hundreds of alternate Ultron bodies at the same time, becoming a robotic one-man army. Ultron is one of the foremost robotics experts on Earth.

Ultron has one sole major weakness: an internal molecular rearranger that renders the adamantium components of his internal workings more malleable, thus giving him a means to remodel or reconstruct his physical form. However, it has no effect on his outer armor, so it is virtually impossible to disable it from the inside. The chaos magic wielded by the Scarlet Witch have proven to be the sole exception thus far.