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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.[1]

After merging with the nanites, the device morphed into a sentient construct with the ability to fly. Dubbing itself the Overkill Mind, it used a modified vortex transport beam to bring Weir within its hull. Weir 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 and Tony Stark.[2]

The Overkill Mind continued altering Weir's brain, trying to make him give it the command.[3] However Iron Man was able to free Weir from it, allowing Weir to disarm it. Weir subsequently used the Overkill Mind to detonate Nasim Rahimov's supply of thumbnail nukes, under Stark's orders, preventing a disastrous nuclear terrorist attack.[4]

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