Erb, Phanfasm (First and Foremost)

Medium fey (shapechanger), chaotic evil

Armor Class 14
Hit Points 91 (14d8 + 28)
Speed 30 ft. (40 ft., climb 30 ft. in bear form, fly 30 ft. in butterfly form)

16 (+2) 18 (+4) 14 (+2) 18 (+4) 16 (+3) 18 (+4)

Skills Arcana +6, Deception +5, History +6, Insight +4, Perception +4
Damage Immunities bludgeoning, piercing, and slashing from nonmagical attacks that aren’t silvered
Senses darkvision 60 ft., passive Perception 14
Languages Common
Challenge 6 (2,300 XP)


  • Ambusher. In the first round of a combat, the phanfasm has advantage on attack rolls against any creature it surprised.
  • Displacement (Recharges after the Phanfasm Casts an Illusion Spell of 1st Level or Higher). As a bonus action, the phanfasm projects an illusion that makes the phanfasm appear to be standing in a place a few inches from its actual location, causing any creature to have disadvantage on attack rolls against the phanfasm . The effect ends if the phanfasm takes damage, it is incapacitated, or its speed becomes 0.
  • Keen Hearing, Smell, or Sight. Depending on the form it takes, the phanfasm has advantage on Wisdom (Perception) checks that rely on hearing, smell, or sight.
  • Shapechanger. The phanfasm can use its action to polymorph into a Small or Medium creature it has seen, or back into its true form. Its statistics, other than its size, are the same in each form. Any equipment it is wearing or carrying isn’t transformed. It reverts to its true form if it dies.
  • Surprise Attack. If the phanfasm surprises a creature and hits it with an attack during the first round of combat, the target takes an extra 10 (3d6) damage from the attack.
  • Spellcasting. The phanfasm is a 14th-level spellcaster. its spellcasting ability is Intelligence (spell save DC 15, +7 to hit with spell attacks). The phanfasm has the following wizard spells prepared:

*Illusion spell of 1st level or higher


  • Multiattack (Humanoid or Hybrid Form Only). The phanfasm makes two attacks: two with its hoop (humanoid form), one with its bite and one with its claws (beast form), or one with its bite and its hoop (hybrid form).
  • Club (Humanoid or Hybrid Form Only). Melee Weapon Attack: +5 to hit, reach 5 ft., one creature. Hit: 5 (1d6 + 2) bludgeoning damage.
  • Bite (Bear or Hybrid Form Only). Melee Weapon Attack: +5 to hit, reach 5 ft., one target. Hit: 5 (1d6 + 2) piercing damage.
  • Claws (Beast Form Only). Melee Weapon Attack: +5 to hit, reach 5 ft., one creature. Hit: 7 (2d4 + 2) slashing damage.
  • Brass Hoop. Melee Weapon Attack: +5 to hit, reach 5 ft., one Medium or Small creature against which the phanfasm has advantage on the attack roll. Hit: 7 (2d4 + 2) bludgeoning damage. If the target is a Medium or smaller creature, it is grappled (escape DC 13). Until this grapple ends, the target can’t breathe, the phanfasm has advantage on attack rolls against it, and the phanfasm can’t use its brass hoop on another target.
  • Read Thoughts. The phanfasm magically reads the surface thoughts of one creature within 60 feet of it. The effect can penetrate barriers, but 3 feet of wood or dirt, 2 feet of stone, 2 inches of metal, or a thin sheet of lead blocks it. While the target is in range, the phanfasm can continue reading its thoughts, as long as the phanfasm’s concentration isn’t broken (as if concentrating on a spell). While reading the target’s mind, the phanfasm has advantage on Wisdom (Insight) and Charisma (Deception, Intimidation, and Persuasion) checks against the target.


This animal-headed humanoid has a hairy body, like that of an ape, and its only clothing is a scarlet scarf twisted around its waist. It bears a huge club in its hand and its eyes blink fiercely at you.

Phanfasms are some of the worst fey in Faerie. They can appear with the heads of various animals, birds, and reptiles atop hairy bodies, but that is hardly their only form. They can transform into wolves, or huge lizards, or even butterflies. Their true forms are beautiful and terrible humanoids, clothed in flowing garments of gauze, with noble and calm features. They hate all good things and are particular enemies of the other fey of Oz.

Phanfasms are led by the First and Foremost, the most wicked, wisest, and powerful among them. The First and Foremost are even more powerful than their brethren; it is only their arrogance that makes them vulnerable. First and Foremost’s preferred head is that of a bear, but it can take the form of a beautiful elf or even a butterfly.

Section 15: Copyright Notice

5E RPG: Oz Adventures. Copyright 2021, Mal and Tal, LLC; Author Michael Tresca.

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