The Overkill Horn was designed during the Cold War, to seek and explode enemy nuclear weapons thousands of miles away. SHIELD created a prototype to test the effects, since they suspected HYDRA had constructed a 'super overkill horn' capable of detonating all nuclear arsenals in the world at once. This Overkill Horn was destroyed, taking the HYDRA base it was constructed in with it.
The SHIELD prototype was used twice, before being classified as Z-class weapon, too dangerous to be used again. It was kept in a weapons storage beneath the Pentagon, until Nicolas Weir released a Nanomolecular Assembler Cloud which began transforming it and reconfiguring it to his exact specifications. As the weapon began to grow and physically engulf Lieutenant Crater, he lost control of the operation and fled.
After merging with nanites, the device morphed into a sentient construct with the ability to fly. Known as the Overkill Mind, it used a modified vortex transport beam to bring Weir within its hull. Weird had rewrote its programming preventing it from fulfilling its primary function to detonate enemy weapons systems without a direct human order. To accomplish its goals, it infected Weir with his own nanites, but Weir would not give the order without asking for his own favor--to attack the S.H.I.E.L.D. Helicarrier.
However, in the end, the Overkill Mind instead prevented a disastrous nuclear terrorist attack.
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