Origin: Jean Grey

First Appearance/Death: Annie Richardson (in flashback)

Villain: Attuma

Guest Appearance: Sara Grey

Cameo: John & Eileen Grey, Annie Richardson, Cyclops, Professor X (all in flashback)

Neither knew they were being traced by a submarine manned by Attuma, long-time foe of Namor, the Sub-Mariner. Their boat floats into a dense fog bank, and a gas seeps over them, stunning them to sleep. Jean slips off the boat unconscious, falling deep into the water.

Moments of her life pass before her eyes: as a little girl, a tomboy living a happy life with her mom and dad. While playing with her best friend Annie Richardson, she tossed a frisbee into the roadway. Annie went chasing after it and was hit by a car. As she set next to Annie's dying body, she sensed the first burgeoning psychic powers, as she inhabited Annie's mind in its last moments. She went into a withdrawn solitude after that, stunned over the death and unable to cope with her strange powers. Her parents were contacted by Professor Xavier, and she went to his school as a "gifted youngster," where she learned to control her powers, fall in love with Scott Summers, and become the Phoenix.

But now, she awakens, startled to find herself in the underwater kingdom of Attuma, fully capable of breathing. She swims to her sister's chamber, where she finds Sara scared out of her wits. She calms Sara with a psychic rapport, and then they were summoned to Attuma's chamber, where he shares with them his plans to wed them and breed a loyal army of mutant super-beings, with which he can more easily defeat Namor, his accursed enemy.

Attuma has no idea he has apprehended the Phoenix, thinking Jean was still the Marvel Girl of old. She inhabits the Phoenix Force and stuns Attuma with a force bolt. She grabs Sara and they try to get away from Attuma's troops, who fire ray pistols at them. Attuma catches up with Jean and swings his massive sword at her, but she is able to overcome his berserker rage with her formidable powers. She brings his whole command building down around their ears before she and Sara make a getaway.

Sara tries to walk up to the beach, but she realizes that her transformation to a water-breather was complete. She goes back underwater to meet her sister. Despite the urge to stay underwater and experience the amazing sensations there, she asks Jean to help restore her humanity. Using her telepathic powers, augmented by the Phoenix Force, she transforms her sister back to normal. The experience leaves Jean unconscious, and dolphins have to save her by pushing her up to the surface. Sara performs mouth-to-mouth resuscitation to save her life.

Jean revives herself and sees her sister is haunted by the whole experience. It is too much for her, and so Jean wipes her mind clear of the events. Years later, after her death, these memories come flooding back to Sara, since with Jean gone, the psychic block is gone as well. She says goodbye once again to her sister, and realizes she will be proud if her children turn out as well as Jean did.

- -synopsis and panel images by Gormuu