b'Erb, Phanfasm (First and Foremost) \n'b'  Medium   fey  (shapechanger),  chaotic evil  \n'b'  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)\n'b' STATS STR: 16 (+2) DEX:  18 (+4)  CON:  14 (+2)  INT:  18 (+4)  WIS:  16 (+3)  CHA:  18 (+4)  \n'b'\n'b'\n'b'\n'b'\n'b'\n'b'\n'b'  Skills   Arcana  +6,  Deception  +5,  History  +6,  Insight  +4,  Perception  +4  Damage Immunities  bludgeoning, piercing, and slashing from nonmagical attacks that aren\xe2\x80\x99t silvered  Senses   darkvision  60 ft., passive  Perception  14  Languages  Common  Challenge  6 (2,300 XP) \n'b' SPECIAL TRAITS \n'b'\n'b'  Ambusher . In the first round of a combat, the phanfasm has advantage on  attack  rolls against any creature it surprised. \n'b'  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. \n'b'  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. \n'b'  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\xe2\x80\x99t transformed. It reverts to its true form if it dies. \n'b'  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 . \n'b'  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:\n'b'\n'b'\n'b'  Cantrips (at will) :  dancing lights ,  mage hand ,  minor illusion , poison spray \n'b'  1st level (4 slots) :  color spray *,  disguise self *,  mage armor ,  magic missile  \n'b'  2nd level (3 slots) :  invisibility *,  mirror image *, phantasmal force \n'b'  3rd level (3 slots) :  bestow curse ,  fear *,  major image * \n'b'  4th level (3 slots) :  confusion ,  hallucinatory terrain *,  phantasmal killer * \n'b'  5th level (2 slots) :  mislead *,  seeming * \n'b'  6th level (1 slot) :  find the path  \n'b'  7th level (1 slot) :  mirage arcane * \n'b'\n'b' *Illusion spell of 1st level or higher \n'b' ACTIONS \n'b'\n'b'  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). \n'b'  Club (Humanoid or Hybrid Form Only) .  Melee Weapon Attack : +5 to hit, reach 5 ft., one creature.  Hit : 5 (1d6 + 2) bludgeoning damage. \n'b'  Bite (Bear or Hybrid Form Only) .  Melee Weapon Attack : +5 to hit, reach 5 ft., one target.  Hit : 5 (1d6 + 2) piercing damage. \n'b'  Claws (Beast Form Only) .  Melee Weapon Attack : +5 to hit, reach 5 ft., one creature.  Hit : 7 (2d4 + 2) slashing damage. \n'b'  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\xe2\x80\x99t breathe, the phanfasm has advantage on  attack  rolls against it, and the phanfasm can\xe2\x80\x99t use its brass hoop on another target. \n'b'  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\xe2\x80\x99s concentration isn\xe2\x80\x99t broken (as if concentrating on a spell). While reading the target\xe2\x80\x99s mind, the phanfasm has advantage on  Wisdom  ( Insight ) and  Charisma  ( Deception ,  Intimidation , and  Persuasion ) checks against the target. \n'b'\n'b' ABOUT \n'b' 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. \n'b' 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. \n'b' 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\xe2\x80\x99s preferred head is that of a bear, but it can take the form of a beautiful  elf  or even a butterfly.'