Uncanny X-Men (1st series) #468

Issue Date: 
March 2006
Story Title: 
Death Mark: Greys' End part 3

Chris Claremont (writer), Chris Bachalo (penciler), Hunter, Mendoza, Olazaba, Parsons, Rapmund, Townsend & Vey (inking crew), VC’s Joe Caramagna (lettering), Studio F (colors), Sean Ryan (assistant editor), Nick Lowe (associate editor), Mike Marts (editor), Joe Quesada (editor in chief), Dan Buckley (publisher)

Brief Description: 

Black Cloak is about to murder Rachel Grey, but Kitty phases her just in time. Rachel manages to use her telekinesis to good effect, using it as extra muscle and knocking Black Cloak out before plunging his own spear into him. She heads inside to find Elaine, but discovers a Warskrull standing over Psylocke as Elaine looks on, petrified. Rachel wastes no time in defeating the Warskrull, only to find Black Cloak has recovered quickly and gathered his entire team around Rachel. He tells her that she stands alone, and the people here died because of her genome. Surprisingly, Elaine slaps Rachel and curses her. She breaks down, wishing everything could be as it was before she ever heard of Charles Xavier. She wishes Jean had never been born, and she wishes that for Rachel, too. As Black Cloak once again prepares to end Rachel’s life, Cannonball attempts to join the action. He is repelled by Sega’s shield-dome, but Psylocke takes out Sega, allowing Sam entry. He is joined by several other X-Men, who defeat the Shi’ar Death Commandos quickly. However, Black Cloak then murders Elaine, and Cyclops reacts by blasting at him, before Colonel Reyes of Sentinel Squad O*N*E puts a stop to the violence. Black Cloak surrenders and Rachel takes Scott onto the astral plane, where he grieves for Elaine and her family. Rachel watches as the Grey family’s spirits join Jean. Later, after their funerals, she swears to make the Shi’ar pay for this.

Full Summary: 

(Annandale-on-Hudson, New York)

After branding Rachel Grey, Black Cloak picks her up in his huge fist and holds her out in front of him. Though she’s barely conscious, he informs her that, under civil law, she has been judged. By imperial edict, she stands condemned.

Suddenly, his grasp on her is lost as Rachel is phased by Kitty Pryde, who appears from underground. She then lets Rachel go, and she drops to the ground a few feet away from her assailant.

Rachel gathers her thoughts and summons her telekinesis into her fist. “You had your shot, murderer. Here’s mine!” She punches Black Cloak in the stomach with one focused hammer blow and he drops to his knees. She isn’t finished with him yet. She grabs him and lifts him over her head, using telekinesis to augment her own strength. He killed all her relatives, and he’s gonna pay for that.

Black Cloak is slammed into the ground which takes the fight out of him. She then grabs his spear and thrusts it into his chest. Wiping blood from her face, she runs to the house to check on Elaine.

Inside the ruins of what was once home to the Greys, Rachel finds a powerful Warskrull holding the unconscious Psylocke by the hair. Elaine lies in the rubble behind him, petrified. The Warskrull, Flaw, comes from the premier class of a race of shape-shifters, able to manifest a whole catalogue of super-powers. He figures that makes him unbeatable.

Flaw looks up to see Rachel enter and warns her that, if she dares to make a move against him, what he does to Psylocke will make what he does to her grandmother seem like a child’s prank. He is so behind the curve. Rachel smashes him straight through the house’s outer wall and into the garden. She follows him out, her body radiating with energy. “What was that again?” she asks.

Black Cloak, it seems, isn’t as injured as believed. He congratulates the ‘starchilde’ on doing justice to her name. She tells him to go to hell. Black Cloak, surrounded by his fellow commandos, admits that she has fought valiantly and won their respect, but the time has come for her to accept her fate, and join her mother. Rachel accepts nothing, and assures Elaine that she will protect her. Black Cloak reminds her that she stands alone, and none of her blood remains alive beyond these walls to save. Rachel replies that there were kids there. These people were innocent. “They bear your genome,” replies Black Cloak.

Elaine stands up, furious, and calls Rachel a monster as she slaps her face as hard as she can. Rachel is shocked. “P-Please… gramma-?” is all she can utter. Elaine tells her not to call her that, and wants nothing to do with Rachel any more. She clenches her fists in frustration. She just wants her husband back. She wants her family whole again. She wants her daughter back the way she was before she ever heard of Charles Xavier. She curses the day he came into their lives. The X-Men and Phoenix have brought nothing but heartache and grief. She looks upwards, and asks God to forgive her, but she wishes her beautiful child, Jean, had never been born. “And I wish the same of you!” she adds, looking at Rachel.

Tears begin to stream down Rachel’s young cheeks, as Black Cloak informs her that by her simple existence, she, like her mother before her, represents a transcendent and unending threat to the whole of creation. He adds that if the ‘end of all that is’ can manifest through her, then it might possibly do so through her family. The Shi’ar has already suffered an attack from the Phoenix, so it’s better the line ends with her than risk another. Before Rachel can respond, a huge boom rocks the whole house.

Outside, Cannonball has arrived, having been a little slower than Nightcrawler in traveling the fifty miles from the Institute. As he approaches the house, Sega’s protective bubble keeps him out. He bounces off her shield, but his blast field protects him from injury. He figures he’ll just try again and again until the force field breaks. Black Cloak asks Sega whether the shield-dome can be sustained. Not for long, Sega replies, before changing the field frequencies in order to amplify the dome’s disintegration potential. The next impact will finish Cannonball, not to mention everything within a radius of five miles.

Rachel overhears Sega’s plans using her telepathy, and contacts Kitty Pryde who in turn whispers to Psylocke that the gas cloud controls the dome. Betsy is already on it, and she manifests her psychic knife, plunging it into the Sega’s cloud form. With nothing to stop him, Cannonball plunges at great speed into the house. Joining him are several other X-Men answering to Rachel’s earlier distress call.

Colossus lays out Flaw with a solid right, Gambit uses charged cards to knock the stuffing out of Hypernova, and Rogue takes out Shell. The fight is a foregone conclusion. Bishop sorts out Warshot, and Cannonball flies past Offset, letting his fists do the talking.

Once the fight is over, Cyclops and Emma Frost also appear alongside two large Sentinel robots from Sentinel Squad O*N*E. Rachel’s pleased to see them. She stands before Black Cloak and tells him it’s over. “Indeed it is, Starchilde,” he replies, “For the Aerie! For life itself!” He unleashes a blast from his eyes that narrowly misses Rachel, but which catches Elaine who is standing behind her. She falls to the ground, dead, right in front of Cyclops.

Cyclops reacts be blasting at Black Cloak. Unfortunately, one of the Sentinel’s legs gets in the way, and he rips a hole through it. The pilot asks him to cease his hostile action, and then informs Colonel Reyes that he can’t take a second hit like that.

Colonel Reyes orders Cyclops to stand down. Scott is furious. Black Cloak informs his fellow commandos that hostilities are at an end. They know when they are outmatched. Cyclops looks at him as he decides on his next course of action. Reyes stands between Scott and Black Cloak and reminds him that he isn’t an executioner. “You fire at them, Summers, you fire at me.” Scott’s mind goes into overtime as he thinks about it. Back at O*N*E command, Dr. Valerie Cooper asks Simpson to get General Lazer on the phone. They need some place to hold these murderers. She hopes Cyclops makes the right decision.

Back at the house, Rachel shifts proceedings to the astral plane. She informs Scott, who needs no visor here, that they’re between one second and the next. Just them. She apologizes for being unable to save her family, but Scott tells her she did her best. He kneels beside Elaine’s body and a tear forms at the corner of his eye. He doesn’t know what to say. Emma Frost enters the plane and comforts him. Scott tells Emma that they’re heroes. They’re supposed to prevent this sort of thing. Emma reminds him that they’re also human. Where is it written that they always win? Scott is torn over what’s just happened, and he curls into a ball beside Emma. <>

As everyone else remains motionless in time, Kitty enters the astral plane and gives her friend a hug. She assures Rachel that Elaine didn’t mean what she said, but Rachel isn’t fooled. She’s a telepath. Elaine meant every word, right down to her soul. Kitty says that she’s wrong.

Rachel then notices Elaine’s spirit giving her husband a hug, before joining the rest of his family for somewhere better. John offers a friendly smile as he departs and Rachel replies with a small wave of her hand. The family moves towards a white light in the distance, and as they fade away, Rachel sees the image of Jean Grey, entirely in white with her Phoenix aura around her. “You think?” Rachel replies as more tears begin to flow.

(St. Stephen’s Chapel, Bard College, later)

As the X-Men and other parties depart after the funerals, Rachel thinks about how the Shi’ar missed Cable for some reason, even though he’s genetically her half-brother… kinda. She figures that if she keeps their attention on her, they’ll never realize their mistake. Kitty gives Psylocke a hug and tells her she’s gotta go. Betsy understands, and wishes her well. She’ll help look out for Rachel for as long as she is able.

Rachel stands alone, looking at the gravestones of the departed, including Jean, her sister Sara and Sara’s children, Gailyn and Joey. For the Shi’ar, this was a simple act of statecraft, to remove a clear and present danger to her realm. Because her mother was Phoenix, all of the Grey family were something to be afraid of; especially her. However, she is not her mother. She’s not Phoenix. She is her own woman and, before she is done, they’ll wish she was the Phoenix.

Characters Involved: 

Bishop, Cannonball, Colossus, Cyclops, Emma Frost, Gambit, Marvel Girl III, Psylocke, Rogue, Shadowcat (all X-Men)


Black Cloak, Hypernova, Offset, Sega, Shell, Warshot (all Shi’ar Death Commandos)


Elaine Grey

The Grey family (as astral images)

Jean Grey (as astral image)

Bard College students

Sentinel Squad O*N*E robots

Colonel Reyes

Dr. Valerie Cooper and O*N*E staff including Simpson

Story Notes: 

This is part 3 of 3 of the Greys' End story, but the first two issues weren’t labeled thus.

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