Head - Mega Marines Dr. Mindbender
Torso - Armored CC ARAH
Arms - Can't remember
Leggs - Blackout

The Horde,
The Horde, are a group of former Cobra genetics experiments that failed. They were then cast into a dark pit known as "The Hole" for disposal or re-engineering. One experiment in particular decided he and a batch of rejects were not going to accept being disposed of. His Name is Nocturnous, his genetic transformation was similar to Venomus Maximus and he is as strong as Big Boa, with the ruthless disposition of Serpentor. There are no limits to Nocturnous power, all that is known is, the angrier he gets, the stronger he gets.
The Horde's first objective is to destroy Dr. Mindbender and his "Dungeon of Doom", and then they plan to bring down Cobra Commander and seize control of Cobra and take over the world. They will lay waste to anyone that stands against them. Thier only weakness is that they have to periodically have gene treatments to maintain there genetic mutations and alterations. After Nocturnous and the first four rejects escaped " The Hole" they began to rescue other experimental rejects and other Cobra cast offs. Dr. Bindbender didn't care much about the early escapees figuring they would die soon any way with out treatment. But when he found his genetic fodder was dwindling he began to wonder just what he might have unleashed.

Omega Prime- The Fixer, is Nocturnous, closest ally and the first to escape "The Hole". He guarded Nocturnous and treated his wounds while his future leader recovered from the antitoxin he was given by Dr. Mindbender meant to destroy him. Omega Prime was also one of the first volunteers for the Venom Project he also was one of the first to fail the experiment and was subsequently cast into "The Hole". Having spent so much time in "The Hole", Omega Prime explored "The Hole" and found out how to escape through sewage lines deep under the Cobra Complex. He began to secretly engineer tunnels and passages deep beneath "The Hole" enabling him to travel back and forth with out being noticed. This is how he was able to build the ranks of The Horde.
Having once been a chief Techno Viper, Omega Primes knowledge of bio-engineering and genetics helped him to over come Dr. Mindbender's anti-toxin and heal himself and everyone he help free from "The Hole" starting with Nocturnous. He later helped complete the genetic bonding process, to heal Octagon, Abyss, and Kronos and create the genetic bonding blue print for the Terror Troopers the future Hoard Army. With his knowledge of Dr. Mindbender's lab and expertise in bio-engineering he could sneak into the lab and get the necessary materials and equipment to build his own lab, deep in The Horde base so he could continue to treat the members of The Horde. Omega Prime, shares the same hatred and disdain for Dr. Mindbender and Cobra as Nocturnous and the rest of The Horde. Prime is often referred to as the "Ghost", because of his ability to slip in and out of Cobra Labs giving Cobra guards the feeling of seeing a Ghost. Omega Prime is the chief science officer for the Horde and personal physician for Nocturnous.