Marvel Girl of the X-Men (Rachel Grey) (Marvel Comics)

Marvel Girl

(Rachel Grey profile #3)

Power Level:
Game system: DC Heroes Role-Playing Game

“For the Shi’ar, this was a simple act of statecraft, to remove a clear and present danger to her realm. Because my mother was Phoenix, all of the Grey family were something to be afraid of. Especially me. But I’m not my mother. I’m not Phoenix. I’m my own woman… and before I’m done… they’ll wish I were the Phoenix.”
– Rachel Grey, after the funerals of most of her family


This is the third profile for Rachel, in a chronological series. It’s best read in order, obvs. The other entries are:

  1. Rachel Summers (profile #1).
  2. .



  • Real Name: Rachel Anne Summers.
  • Other Aliases: Rachel Grey, Ray, Red, Phoenix, Starchilde, Hound, Mother Askani, Bright Lady, Alyzr’n Summerset, Starsoul Firehair, R’Chel.
  • Marital Status: Single.
  • Known Relatives: [in her own time period most of these are dead, and some may never have been born].
    Scott Summers (Cyclops, father), Jean Grey Summers (Phoenix I/Marvel Girl I, mother, currently deceased on Earth-616), Alex Summers (Havok, uncle), Gabriel Summers (Vulcan, uncle), Nathan Christopher Charles Summers (Cable, alternate reality brother), Nate Grey (X-Man, alternate reality brother), Christopher Summers (Corsair, grandfather, deceased), Katherine Anne Summers (grandmother, deceased), John Grey (grandfather, deceased), Elaine Grey (grandmother, deceased), Aliya Jenskot (alternate reality sister-in-law, deceased), Tyler Dayspring (Genesis, alternate reality nephew, deceased), Stryfe (cloned alternate reality brother, deceased), Philip Summers (great-grandfather), Deborah Summers (great-grandmother), Sara Bailey (aunt, deceased), Gailyn Bailey (cousin, deceased), Joey Bailey (cousin, deceased), Bekka Wallis (cousin, deceased), Phyllis Dennefer (great-aunt, deceased), Roy Dennefer (great-uncle, deceased), Roger (uncle, deceased), Liam (uncle, deceased), Mary-Margaret (cousin, deceased), Kindra (cousin, deceased), Derry Campbell (cousin, deceased), Brian Grey (great-uncle, deceased), Julia (aunt, deceased), Cal’syee Neramani (Deathbird, aunt).
  • Group Affiliation: Starjammers; formerly X-Men, XSE, Excalibur, Clan Askani, Hounds of Ahab.
  • Base Of Operations: Starjammer, mobile; formerly Xavier’s Mansion, Westchester.
  • Height: 5’7” Weight: 125 lbs.
  • Eyes: Green Hair: Red


Powers and Abilities

A powerful telepath and telekinetic, at this point in her career. Rachel has a solid grasp on her powers, and significant experience in using them, but they’re powerful enough that they can still overwhelm her at times.

She possess an unusual level of fine control over some aspects of her powers. For instance she can completely change her clothes by altering them on a molecular level, beyond the capabilities of most telekinetics.

She can use her telekinesis:

  • To project bolts of pure force.
  • To fly.
  • To reflect over a dozen projectiles or energy attacks back at their source, or somewhere harmless.
  • To form protective shields of force around herself or others.
  • To block electronic surveillance, and edit electronic records.
  • To rearrange objects on a molecular level, such as altering her clothes or those of others.
  • To hold closed any wounds she may receive until they can be attended to.
  • To allow her to survive unprotected in the void for short periods of time.
  • Or just to lift heavy stuff.

Her telepathy allows her :

  • To ‘persuade’ others to do as she wishes.
  • To search their memories.
  • To make them see what she wants them to see, such as making the team appear as normal civilians, or making them invisible to observers.
  • To turn off others’ powers by setting up a mental block in their minds.
  • To sense danger from a source within the range of her telepathy.
  • To send her mind out wandering.
  • To detect sentient life in her surroundings, and to tell whether they’re mutants or not.
  • Or to fire off blasts of pure psychic energy.

Following training with Xavier, she has been able to learn new skills from the minds of others at a faster rate than otherwise possible. She can also teach them to willing teammates while they sleep.

Most visible uses of her powers had a gold tint, until she connected with the vestige of the Phoenix Force within the Blade of the Phoenix, at which point it turned blue.

She seems to retain a vestige of the link she had to the Phoenix Force, but it’s uncertain whether or not she can use it in any way.

Rachel has had combat training, and is competent in unarmed combat, or with guns or swords. She has also had some experience with repairing and maintaining the technology used by the X-Men, such as the X-Plane (originally a Blackbird, but now modified with Shi’ar technology), and in piloting both airborne and spaceborne vehicles.


Exchanging places with Captain Britain, who had been stuck in the time stream, Rachel was eventually transported to the far future, where the world was ruled by Apocalypse. She there founded the Clan Askani, leading the struggle against Apocalypse, gradually losing the remainder of the Phoenix Force she still had access to, and growing old.

Eventually she sent her forces to rescue her infant (alternate reality) brother, Nathan, from Apocalypse in the past. She brought him forward to her time in order to save his life. He was raised by Clan Askani, eventually taking the name Cable.

She would use the last of her power to transport Cyclops and Phoenix (Jean Grey) forward in time to raise Cable. But the act drained her, and she died soon after, her spirit surviving in astral form.

Her astral form left drifting after her time as Mother Askani. It was eventually taken prisoner by Gaunt, a man who had been imprisoned at the end of time for his crimes. She was freed when Cable challenged Gaunt to a duel. Winning, he took Rachel, who now had a young physical body again, back with him to her previously adopted time.

Her original timeline having been erased, and no longer possessed of the Phoenix Force, Rachel decided to retire from costumed adventuring. She enrolled at college.

Her retirement was interrupted when she became involved with helping Cable against the Dark Sisterhood’s attempt to take over the US. It was later cut short when she was captured by the mutant predator Elias Bogan, who enslaved her.

She was freed when he went up against the X-Treme X-Men team, and she decided to rejoin the X-Men.

New Age

She adopted the codename Marvel Girl. She also began calling herself Rachel Grey, rather than Summers. This was out of discontent with her father’s relationship with Emma Frost, whom she took an instant dislike to. Rachel and Emma did establish a truce, though, after working together during a mission against the Hellfire Club.

The mission also brought Rachel into contact with Selene again, who still wanted to enslave her.

The various appearances of Rachel Grey Summers aka Phoenix

By this time the X-Men were also part of the XSE, becoming deputised law-enforcement officials. They mainly dealt with mutant-related crimes, but apparently had international jurisdiction which didn’t restrict them to this area of investigation.

Age of dinosaurs

When the X-Men responded to an emergency call they were ambushed by the Hauk’ka, a race evolved from dinosaurs. The Hauk’ka had already conquered the Savage Land. During the battle, Rachel clashed with their telepath, whose powers made her think she was one of them.

This caused her powers to set off a physical transformation in her, as she gradually began physically changing into a Hauk’ka.

She helped them subdue most of the X-Men, although X-23 and Psylocke, who hadn’t been in the battle, remained free. The pair joined up with the Savage Land residents who were still free and resisting the Hauk’ka. Rachel was eventually pulled back to herself, and undid the physical changes she’d undergone.

After the mutant population was vastly reduced following M-Day, the government installed Sentinels around the Mansion. It became a virtual gulag into which the remaining mutants were herded, for their alleged protection. Rachel was severely affected by the new guards, reviving memories of her youth in concentration camps.

End of Greys

Rachel spent some time with her mother’s parents. They had arranged a family reunion of all the living members of the Grey family, to introduce her to them. Her happiness was short-lived, however, as the Shi’ar Death Commandoes attacked. Their mission was to wipe out every member of the Grey bloodline, as it had been tainted by the Phoenix Force.

Despite her efforts, Rachel watched them all die, her grandmother cursing the Phoenix and Rachel with her dying breath. Rachel herself only survived due to the X-Men arriving in time, although she received a Deathmark on her back, allowing the Shi’ar to find her whenever they wanted.

The Shi’ar Death Commandoes were captured, and turned over to the authorities. They allowed themselves to be kept imprisoned until they detected that Rachel was apart from the other X-Men. They then broke out and come after her again. She held them off until the X-Men arrived, and they were captured again.

With their defeat the Shi’ar Warbird supporting them from a cloaked orbit launched an attack which would have left a crater a hundred miles wide. Rachel sensed the danger in time though. She and Psylocke flew to meet it, combining their telekinetic powers to turn it back on its source, crippling but not destroying the Warbird.

Age of Vulcan

She was captured along with Cyclops when they first encountered his recently revived brother, Vulcan, whose existence he could not remember. They learned that Vulcan had been part of an X-Men team Xavier had assembled to rescue the X-Men when they were captives of Krakoa.

They rescued Cyclops, but had apparently died when trying to recover the other members. Xavier had removed the memory from Cyclops, so that he no longer remembered he had a brother. Vulcan’s abilities allowed him to survive, although he was in suspended animation until the energies released by M-Day awoke him.

Gaining their freedom, Cyclops confronted Vulcan while Marvel Girl followed his orders to fetch the other X-Men. The group caught up to Vulcan and Cyclops on Muir Island, where Vulcan was confronting the now powerless Xavier.

Xavier admitted his actions, but Vulcan was prevented from killing him by the X-Men. Vulcan left, heading into space, intent on gaining his revenge on the Shi’ar.

Rise and fall of the Shi’ar

Despite her own vow of revenge against the Shi’ar, Xavier recruited Rachel. She was part of the squad he was taking into space to try and stop Vulcan from gaining his revenge. She spent a lot of time with Xavier, as he trained her in the skills she’d need to act as his surrogate.

They acquired a Shi’ar space craft from an abandoned base on Earth, but soon discovered that Vulcan had destroyed the Shi’ar stargates in his wake. This forced them to take a circuitous route.

The Shi’ar became aware of the danger, and that the former host of the Phoenix was on her way towards them. They dispatched the Shi’ar warrior Korvus to kill her and the X-Men.

One of the most closely guarded secrets of the Shi’ar is that one of their people, Korvus’ ancestor Rook’shir, was once a host for the Phoenix Force. A small portion of the Phoenix power was left within his sword, the Blade of the Phoenix, which Korvus now wielded.

They had kept Rook’shir’s bloodline under strict control. Korvus had spent years imprisoned, after his family being killed and him spending his childhood as a slave.

Korvus swept through the X-Men, providing a distraction which allowed Xavier to be taken by other Shi’ar. When he faced Rachel, however, their minds were involuntarily linked when she touched the Blade, due to their links to the Phoenix Force. A part of the Force residing in the Blade transferred to Rachel.

Space romance

She then telekinetically disabled the explosive implant the Chancellor had had placed in Korvus to force his obedience. Freed, Korvus joined the X-Men in their quest to rescue Xavier and stop Vulcan. He and Rachel soon discovered a mutual attraction, probably fostered by their Phoenix-empowered connection.

Joining up with the Starjammers and the now deposed Lilandra, the X-Men caught up with their prey at the coronation of the reawakened D’Ken. There they discovered Vulcan was now married to D’Ken’s sister, Deathbird. Furthermore, Xavier was about to be sacrificed to the M’Kraan Crystal.

They attacked the gathering, but not in time to stop Xavier being shoved into the crystal. He was rescued, and returned with his mental powers restored. During the battle Vulcan killed D’Ken, proclaiming himself Emperor. Vulcan then killed the Starjammer Corsair, his own father and Rachel’s grandfather.

When Xavier was rescued and taken back to their ship, Lilandra locked its controls to take Xavier and the X-Men and Starjammers aboard at the time back to Earth. She then returned to the fight. The battle ended inconclusively, and Rachel was stranded far from home.


Following Corsair’s funeral, Rachel, Korvus, Havok and Polaris joined the remaining Starjammers, Raza and Ch’od. They dedicated themselves to removing Vulcan from power, aiding Lilandra in building her forces and in striking against the Empire’s forces.

Rachel also learned from Lilandra that a secret order within the Empire had been responsible for the execution of her family.

The Starjammers launched an attack on the strategically valuable, but unexpected, Feather’s Edge. They were surprised when Vulcan’s forces, warned ahead of time, ambushed them. The battle was interrupted when Vulcan’s flagship is destroyed by a third force, the Scy’ar Tal, whose name translated as ’Death to the Shi’ar‘.

Vulcan and Gladiator survived their ship’s destruction. They attacked the leader of the Scy’ar Tal, only to be easily dispatched. The Starjammers attempted to make peaceful contact with the Scy’ar Tal, but were rebuffed, and soon recognised the Scy’ar Tal as the greater threat, when they unleashed their main weapon, a stargate.

Called by a beacon dropped on Feather’s Edge, the stargate opened up, dropping a star onto the planet. The sun destroyed it, its colony, and the ships which didn’t manage to escape in time.

From contact with their leader, Rachel learned that the Scy’ar Tal were originally called the M’Kraan, and claimed the world of the M’Kraan Crystal, a holy site for the Shi’ar, had originally been theirs before the Shi’ar drove them off.

Seeing the Scy’ar as the main threat, the Starjammers reluctantly accept the offer of a truce with Vulcan. Their goal was now to take out Finality, the Scy’ar’s stargate weapon.

At the meeting to discuss strategy, though, Rachel flew into a rage. The Chancellor arrived with his Guards, the Death Commandoes who murdered her family, and she learned that Chancellor Akari had signed the death warrant. She was calmed down by her teammates, and convinced to suppress her rage long enough to work with them against the Scy’ar Tal.

Rachel was part of the small group which attacked the Finality station, while most of the fleet protected the M’Kraan world. She was stationed aboard the Starjammer, helping fight the Scy’ar Tal forces alongside the Imperial Guard. Meanwhile Havok and Vulcan boarded Finality itself.

After the pair had dealt with the Scy’ar Tal Eldest, Vulcan turned on Havok, and the Imperial Guard attacked the Starjammers.

Rachel had to leave the battle when Vulcan fired one of Finality’s beacons through a wormhole towards M’Kraan. She and Korvus followed it through, and she’d nearly stopped it when Gladiator intercepted her. Urging Korvus on after the beacon, she faced Gladiator in combat, going toe-to-toe with him.

When Korvus’s craft was blown up by a shot from a previously friendly ship, most of which chose to rejoin the Empire with Vulcan’s victory, she forced Gladiator aside. She rushed to Korvus’ side, too late to stop the beacon, but in time to get them out of there.

They joined up with the fleeing Lilandra, but the other Starjammers were Vulcan’s prisoners. The three continue their resistance against the Empire.


Having made peace with her past, her memories now clear, Rachel is far more level-headed and confident. She can still be slightly impulsive at times, but not as dangerously so as she would have been earlier in her career.

She still retains certain instabilities, but these are nowhere near as severe as they had been.

When Colossus and Psylocke returned from the dead, Rachel felt slightly bitter that her mother was still dead, which caused a rift between Rachel and Kitty, who was happy to have Colossus back. She also seems to have problems with her sense of identity and belonging, which made her vulnerable when the Hauk’ka telepath convinced her she was one of them.

She has a burning desire for revenge on the Shi’ar responsible for the death of her family, but it’s a controlled rage. While she’s suspicious of all Shi’ar, she reserves her anger for those directly responsible for the act.

Given that she can alter her genome to transform herself into life form evolved from a dinosaur, it’s been queried why she can’t remove the brand the Shi’ar left on her back to track her. Her teammates have wondered whether she actually wants the Shi’ar to find her, to make her search for revenge easier.

Rachel is conflicted by her strong feelings for Korvus. She doesn’t know whether they’re genuine, or a product of the link forged between them by the Phoenix Force.


“My father always told me not to let my emotions rule my decisions in battle. Too bad I take after my mother.”

“Each time you wake, there’s this delicious, liminal moment… when you’re not quite sure yet what’s real and what’s still a dream. How do I tell the difference ? My dreams have happy endings.”

“You’re all ghosts to me, Dr. Lyszinski. Within your lifetime, almost everyone I know, everyone I see around me — dies. I came back to make sure that future never happens. Except that no matter how much we seem to change, history still repeats itself.”

Xavier: “Once you absorb the flight training from my memory, you’ll be able to teach our whole team while they sleep.”
Rachel: “So now I’m walking in their dreams ? I love how that’s okay now that you need me to be your telepathic hands.”
Nightcrawler: “Rachel. Be careful.there is no need for lethal force.”
Rachel: “This is a war, Kurt… there’s going to be dying. I’d rather it was them doing it, and not us.”
Nightcrawler: “That is not the Rachel I know.”
Rachel: “Yeah, it is. It’s the one whose family was slaughtered. And who had a death sentence put on her head by these people.”

Polaris: “Where’s Korvus ? He seemed cranky on the supply line mission. Are you two still fighting ?”
Rachel: “I broke it off. We’re just too different, it’s too weird and complicated. If I can keep from making out with him, I should be okay.”

Game Stats — DC Heroes RPG

Tell me more about the game stats

Marvel Girl

Dex: 05 Str: 03 Bod: 04 Motivation: Responsibility of Power/Unwanted Power
Int: 07 Wil: 08 Min: 08 Occupation: Mutant
Inf: 05 Aur: 05 Spi: 05 Resources {or Wealth}: 005
Init: 019 HP: 060

Bestow: 08, Danger Sense: 06, Flight: 07, Force Field: 09, Hypnosis: 10, Invulnerability: 06, Iron Will: 04, Life Sense: 08, Matter Manipulation: 05, Mental Blast: 08, Mental Freeze: 08, Mental Illusion: 12, Mind Blank: 10, Mind Blast: 08, Mind Field: 04, Mind Probe: 08, Neutralize: 12, Reflection/Deflection: 12, Sealed Systems: 10, Spirit Travel: 10, Telekinesis: 13, Telepathy: 12

Bonuses and Limitations:

  • Bestow, Danger Sense, Hypnosis, Life Sense, Mental Freeze, Mental Illusion, Mind Blank, Mind Blast, Mind Field, Mind Probe, Neutralize and Spirit Travel are Contingent on Telepathy (-1).
  • Bestow only allows her to teach Skills she has (-2), and has the Permanent Bonus (+5).
  • Danger Sense only works on threats guided by a conscious mind within Telepathy Range (-1).
  • Flight, Force Field, Invulnerability, Matter Manipulation, Mental Blast, Reflection/Deflection and Sealed Systems are Contingent on Telekinesis (-1).
  • Force Field has Range (+1).
  • Hypnosis can remove memories (+2), and can be used on machines (in which case it’s Contingent on Telekinesis) to block mechanical surveillance and edit recordings (+1).
  • Life Sense can identify whether the target is a mutant (+1).
  • Matter Manipulation has the Area Effect Bonus (+1), and is Permanent (+5).
  • Mental Illusion has the Area Effect Bonus at a Range of 6 APs (+4), can make the targets invisible (+0), and includes audio illusions or invisibility (+1).
  • Neutralize is telepathic and can be blocked by Powers which would resist mental compulsions (-1).
  • Reflection/Deflection has the Area Effect Bonus (+1).
  • Telepathy has a Range of 20 APs (+3).

Gadgetry (Repair): 04, Martial Artist: 04, Vehicles (Air, Land, Space): 05, Weaponry (Firearms, Melee): 05

Omni-Scholar (Contingent on Telepathy, requires a source in Range), Misc: Guardsbane (Imperial Guard member cannot spend HPs when fighting the Character or people fighting along with the Character).

Starjammers (High), X-Groups (High).

MIA (Xavier’s Dream), Enemy (Shi’ar Empire), Forced Exile, MIH (Shi’ar responsible for her family’s death), MPI, Misc. Vul. (-2 CS vs. Shi’ar scanners), Mistrust (Mutant), Mistrust (in Shi’ar Empire).

Self-Link Gene Splicing

When Rachel was made to believe she was a Hauk‘ka (a species descended from dinosaurs), the belief was so strong that it triggered a genetic cascade, as her telekinetic powers began rearranging her DNA to gradually transform her physically into one of them.

She has yet to show any control over these abilities (which are probably what she manifested during her time with Excalibur when she and Meggan got stuck in a psychic feedback loop and began taking on each others appearances), so they should be limited to GM’s discretion.

She has Mimic: 08 and Chameleon: 08, with the following Limitations. Both have –

  • Serious Marginal (-2).
  • Contingent on Telekinesis (-1).
  • Lack of Control Limitation (-1).
  • only work after she has made telepathic contact with a member of the species she is going to duplicate (-1).
  • only gives her the appearance and abilities of a common member of the mimicked species (-1).
  • Chameleon alters her at a cellular level (+0).

The change appeared to take at least hours to happen, the exact time required being uncertain, and should be GMs discretion.

Marvel Girl (Rachel Summers) mutated as a Haukika

Early Grey

Prior to M-Day, Rachel had Special Credentials as a member of the XSE. These basically worked as a high level law-enforcement credentials, with apparently UN sanctioned jurisdiction worldwide.

Prior to the murder of her family she didn’t have her Enemy, MIH, or Miscellaneous Vulnerability Drawbacks.

The Guardsbane Advantage and the Connection to the Starjammers were gained upon joining that team.

Reading Psychic Residue

Rachel can pick up on the psychic residue of those who may have been in her location in the past. This is easier if it’s someone she knows, and if they experienced strong emotions at the time. She has shown the ability to pick up the strong residual feelings of a familiar person from almost a decade prior.

If Rachel is actively trying to scan from residual feelings, she must make a Mind Probe Check. The OV/RV are the APs of time since the event in question. The roll should be affected by the emotions of the target at the time, with extremely strong emotions giving -1CS to the OV and RV, and indifference in the target adding a +1CS to the OV and the RV.

The Knowledge Points gained from the probe can provide the following –

1 RAP Target’s feelings (great distress).
½ RV Target’s surface thoughts (“I got the students killed”).
Full RV Target’s memories of the subject they’re thinking about (“I sent my students to investigate the island Krakoa, and it has captured them, breaking my telepathic connection with them.” Etc.).

In some situations she could just stumble across the feelings without looking for them, as the GM wishes (or as the story requires). In appearances of her future self, she has shown a more evolved form of the ability which allows her to visualise previous events by their psychic residue, giving her Postcognition.

By Gareth Lewis.

Source of Character: Marvel Comics (this covers the period up to the Emperor Vulcan series).

Helper(s): , (defunct), KalEl el Vigilante, Frank Murdock, Chris Cottingham, Pufnstuff, Sébastien Andrivet, Mike Winkler, Ethan Roe.