Uncanny X-Men #468

Marvel Girl and her grandmother are the only Greys left after the massacre of their family. Blackcloak has beaten and branded Rachel and so prepares to finish the job he started by killing her. Fortunately Shadowcat phases her from his grip, giving Marvel Girl the chance to inflict her own personal payback on a few of the Shi'ar Death Commandos. Elaine Grey's misplaced anger blames the demise of her loved ones on Rachel, Charles Xavier and even her beloved daughter, Jean Grey. Blackcloak tries to justify their deaths with the risk that the Phoenix Force represents on the universe. At that moment, the other X-Men come to Marvel Girl's aid, but a misfired optic blast by Blackcloak strikes and kills Elaine. Colonel Ryes and one of his sentinels arrive to disengage the situation before Cyclops can kill the surrendering assassins. Rachel then pulls Cyclops onto the astral plane where the two grieve over Elaine's body. The astral forms of all the deceased Grey family members fade away in a white light, where Jean Grey can also be faintly seen with her Phoenix aura. Later, the X-Men travel to St. Stephen's Chapel cemetery to pay their respects and Rachel vows vengeance on the Shi'ar Empire as she stares at her family's tombstones.