The Phantom is certainly one of the most formidable enemies in KH. Which other adversary has the power to eliminate your team members one by one, including yourself, with a frightening success rate of 100%? On top of that, the Phantom is invincible except for one weakness, which it changes randomly every time it sustains damage. To make matters worst, the battle takes place in a truly 3D environment, where up and down is just as important as front and back. The Phantom also has the advantage of being the faster flier (how anything can fly faster than Peter Pan in his own world is still a mystery to me). With all these odds stacked against you, it's no wonder this battle is described by most players as being "extremely hard".

This guide is intended for people who have at least some patience with regards to mastering certain skills, and do not give up easily. The methods that I will describe work perfectly for me, but I do not guarantee that they will allow you to win the battle on your first try.

The hardest part about Phantom, as everyone probably agrees, is its Doom-like spell. Once the timer runs out, the victim is, in effect, removed from the battle. Nope, no Phoenix Downs or anything like that. Clock runs out, and you're out cold. The secret is to Stop(ra) the clock hands from turning until you can wear down the Phantom. However, this is much easier said than done. The key (pardon the pun) is to boost Sora's MP stat as high as possible, and to exploit Goofy's MP Gift ability to keep the Grim Reaper at bay. Still, much easier said than done. Hence, this guide will go into all the nitty-gritty details about how to put this Phantom to rest.

Phantom's Location:
After escaping from Hollow Bastion and getting Cid to install his secret Navi-G on your ship, Chip and Dale will suggest that you revisit the worlds that you've been to. The Phantom is in Neverland, at the Clock Tower. However, the power of the Phantom is disrupting the save point above the Clock Tower, so your Gummi Ship will not be able to land there. Instead, land in the pirate ship's Cabin, switch Pete into your party and check out that little shiny thing in the back of the cabin. The shiny thing is really Tinkerbell, and since only Peter Pan knows how to communicate with her, you MUST have him in your party. This also means that Pete gets a free ticket to the opera.

To defeat Phantom:
I suggest having the following:
1 x Peter Pan* } Characters 1 x Goofy* } 1 x MP Gift* } 3 x MP Rage } Abilities 1 x MP Haste } 1 x Lady Luck } 1 x Dream Shield } 1 x Rune Armlet } Equipment 1 x Ray of Light } 21 x Ether* } Items 1 x Stopra* } Magic
Aside from those marked with a *, all ingredients are optional. The quantities indicated are also recommended values only; if you have less than what I recommend, chances are you can still use this strategy, but you'll have less room for error (or you'll just take a longer time). If you have not gotten Stopra at this point, do yourself a favor and go prance around in the 100 Acre Wood until you get it. Most other FAQs have detailed information about how to upgrade your Stop to Stopra, so I shan't bother to do it here.

The main idea behind this strategy is to use Goofy as your MP amplifier. For this reason, his ability MP Gift is utterly crucial. Since Sora will be the only magic user in the party, it is also imperative that his max MP is as high as possible. This will increase the effectiveness of your magic (according to Varie's Magic/Summons FAQ and other sources), as well as give you more room for error.

Oh, and you'll also need some manual dexterity. That is a must. If it takes you more than 5 seconds to use a potion while standing still, then don't even bother with this guide. In fact, don't bother fighting the Phantom at all. Regardless of your level, it will terminate you. Remember this: no amount of defense or HP will save you from the Reaper's scythe.

Here I will go through all the necessary pre-battle preparations you need to do, as well as the rationales behind them.

For those of you who want it quick and easy, just scroll down to the Summary section where I simply listed my recommended setup. If you find that you are missing something, or have doubts about some points in my list, then refer to the relevant section for an in-depth explanation.

Once you disembark in Neverland, switch Donald for Peter Pan in your party. Your line-up should be some combination of Sora, Goofy and Peter Pan.
(You don't need Donald)

Next, load up all characters on Ethers. Yes, every single space available on Goofy, Peter Pan, and Sora. That means you should have about 21 Ethers loaded up in total. If you don't have that many, please go back to Traverse Town and buy some, you should have plenty of munny at this point in the game.
(You don't need anything other than Ethers)

Okay, the idea here is to get Sora's MP value as high as possible without sacrificing too much defense or attack range. For his Keyblade, any MP-raising medium length blade is good. Avoid short blades such as the Spellbinder, because you will have trouble aplenty trying to hit the Phantom. Flying is already hard enough, don't make this any harder than it has to be. For this purpose I would recommend the Lady Luck, which is easily obtainable in Wonderland (Alice's World).

Of course, other Keyblades such as the Oathkeeper should work fine too, but the more MP the merrier. Remember, more MP doesn't only mean that you'll, well... have more MP, but it also increases the power of your magic. That means (1) you'll have more time between Stop(ra)ing the clock hands to beat on Phantom, and (2) your spells will do more damage to Phantom each time you attack him with magic, thus reducing the number of times you actually need to Stop(ra) the clock hands.

Using the same principle, choose Sora's accessories, making sure to remove all accessories on all other characters so that you will get the best pick. Some people have a habit of equipping guest characters such as Ariel and Aladdin with good accessories, but forget to retrieve them before leaving the respective worlds. If you belong to this category of people, then please go on a trip to get your goodies back. It may be well worth the effort.

For Goofy, give him accessories to optimize max HP. Also, if you have MP-boosting accessories left over after Sora's pick, give Goofy one of them, or however many is necessary to raise his max MP to 6 or above. You can use a weapon to do this too, in which case you'll have more slots to increase his defense and max HP. The Dream Shield is not hard to get, and I recommend it for this purpose.

For Peter Pan, optimize attack. As long as Phantom cannot kill him in one hit, his defense is high enough. Of course, having a higher defense doesn't hurt either.
(You don't need Magic resistance, high AP, very high Strength)

First, unequip all special attacks on Sora. Then, unequip all abilities requiring the [] (square) button. All of these cannot be used while flying. Lastly, unequip all Combo Pluses. They delay you from getting your last swing out, which does the most damage and covers the most area in a single hit. Since the Phantom's vulnerable cycle is always 3-part, any combo with more than 3 hits is superfluous anyway. This should give you plenty of AP for the things that matter: Second Chance, MP Rage, MP Haste, Scan, Critical Plus, Blitz, and Beserk. That is the order of their importance, from most to least. If you have multiple copies of these abilities, feel free to use all of them. Anything not listed here is unnecessary.

For Goofy, remove all special attacks. Also remove all treasure hunting abilities such as Lucky Strike, Treasure Magnet and Jackpot. The Phantom is not about to drop any goodies for you, so forget it. You should then have enough AP for all the MP Rage and MP Haste that Goofy has. Most important, however, is MP Gift. It practically triples the effects of all the Ethers you stocked up in part b)! I'm serious! Also important are Second Chance and Second Wind, in that order. Lastly, add Beserk if you have enough AP left. Just for the hell of it.

For Peter Pan, remove all abilities that will cause him to use up MP. This is to ensure that Goofy's MP Gift is always directed towards Sora and not wasted on Pete's worthless behind instead. Everything else can be equipped without much harm. Or benefit, for that matter.
(You don't need Special attacks (any ability that consumes MP to deal damage), treasure-hunting abilities, [] button abilities, (Aerial) Combo Plus)

This is arguably the most important part of the setup, simply because it is the most often neglected.

For Sora, setting up his quick spells may be useful in many situations, but in this case it is critical. Assign Stopra to the /\ (triangle) button, Fira to the [] button, and Cura to the X button. Here I must admit that I have not tested the strategy without first upgrading Stop to Stopra. Theoretically, using my strategy, it is possible to beat Phantom without Stopra, but I don't see the point in it (other than for the challenge).

Anyway, it does not matter hugely where you assign these three spells, as long as they are in a position you are comfortable with. For me, X is the panic button, so Cura is a good spell to have there. [] is more accessible than /\, so Fira, the attack spell, should go to []. Stopra is probably the spell you will use the most often in this battle (it's between that and Cura, depending on your skill level), so it most definitely warrants a hotkey.

In fact, Fira does not need to be hotkeyed. As long as one of the 3 attack spells (Fira, Blizzara and Thundara) is assigned to a button, and you are comfortable with it, the strategy should work. I recommend Fira because it is the cheapest to cast, and also the hardest to connect. On top of that, Fira is at the highest position on the Magic menu. In this battle, you will have to switch between the 3 spells constantly, so assigning Blizzara to a hotkey is not such a good idea, because it means you will have to spend time shuttling the cursor between Fira and Thundara on the Magic menu during combat. That said, I did in fact use Blizzara as my quick spell when I first created this strategy, simply because I was the most used to having Blizzara in that position. In retrospect, however, Fira would have worked much better.

For Goofy, you'll need to overhaul his priorities completely. Set Regular Attacks to Constantly, Special Attacks to Occasionally, Shield Techniques to Frequently, and Support Actions to Constantly. HP and MP Items should both be set to Only in emergency. The rationale is simple: you want Goofy to use his MP Gift as often as possible, and to be chasing after the Phantom whenever he's not doing that. If he gets an attack in, or gets hit, his MP will recover, and remember, one point of his MP is equals 3 of yours, so use that to your advantage.

Setting Shield Techniques to middle priority is just to reduce the randomness of the AI. In English, it means that is just my preference. As long as you don't set its priority at Constantly, Goofy should do exactly as you want him to.

For Peter Pan, set Regular Attacks at Constantly, Special Attacks at Frequently, Defensive Moves at Occasionally, and both HP and MP items at Only in emergency. Theoretically, only Normal Attacks and MP items should matter for this battle, but again, I like to make the AI more predictable.

If all this is done right, Goofy will use MP Gift whenever you are down to 1 MP or less, and he and Pete will use Ethers only when someone reaches 0 MP. Therefore, there is a very high chance that Pete will use his Ethers on Goofy instead of you, which is precisely what you want. However, there is a chance that they will both use Ethers on Goofy at the same time. Hence, it is a good idea to equip Goofy so that he has a max MP of 6 or more so that the "overflow" is reduced.

The final setup should look like this:
||=========================================================================|| || Sora | Goofy | Peter Pan || ||-------------------------------------------------------------------------|| || Ether | Ether | Ether || || Ether | Ether | Ether || || Ether | Ether | Ether || || Ether | Ether | Ether || || Ether | Ether | Ether || || Ether | Ether | Ether || || Ether | Ether | || || | Ether | || ||-------------------------------------------------------------------------|| || Y Lady Luck | U Dream Shield | / Dagger || || 0 Rune Armlet | 0 Gaia Bangle | 0 Golem Chain || || 0 Ray of Light | 0 Master Earring | 0 Power Chain || || 0 Magic Armlet | 0 Angle Bangle | || || | 0 Energy Bangle | || ||-------------------------------------------------------------------------|| || * Critical Plus | * MP Gift | * Critical Plus || || * Blitz | * MP Haste | * Critical Plus || || * Scan | * MP Rage | * Critical Plus || || * MP Haste | * MP Rage | * MP Haste || || * MP Rage | * Berserk | || || * Berserk | * Second Chance | || || * Second Chance | * Second Wind | || ||-------------------------------------------------------------------------|| || /\ Stopra | Regular Attacks: | Regular Attacks: || || | Constantly | Constantly || || [] Fira | Special Attacks: | Special Attacks: || || | Occasionally | Frequently || || X Cura | Shield Techniques: | Defensive Moves: || || | Frequently | Occasionally || || | HP Items: | HP Items: || || | Only in emergency | Only in emergency || || | MP Items: | MP Items: || || | Only in emergency | Only in emergency || ||=========================================================================||
This is a basic setup. If you have better equipment, feel free to substitute those on my list. This configuration worked well for me at level 56. It should work regardless of level though, as long as you have Second Chance on Sora, and MP Gift on Goofy, and some MP-boosting equipment. Now, on to techniques.

Phantom's Strategies:
Alright, I will describe each of the Phantom's moves, and then explain how to counter them as I go along.

First off, its sudden-death move that is popularly (or notoriously) known as Doom. It will always start with this move, and it will always target Peter Pan first, regardless of what position Pete is in your party. If you let the timer run down, Pete is gone for the rest of the battle, and cannot be revived by any means. In fact, he can't even be targeted, and his portrait will just disappear. Then, after a "silent" count, Goofy will get a Doom clock on his head, and when it runs out, he will join Pete in never-ever-land. Another "silent" count, and then the timer will be on Sora's head. When that runs out, game over.

The secret behind surviving this "attack" is to stop the timer before it runs out. Literally. Once the battle starts, rush towards the clock hands IMMEDIATELY! Yes, those big ones on the Clock Tower. If they are spinning rapidly, target them and cast Stopra. If they are not spinning, target them and wait. You can target the pivot of the hands on any of the 4 faces on the clock, simply by locking on when you are near them. Sometimes the lock on will target Phantom instead. If and when this happens, press R2 to switch targets until you lock onto the clock face nearest to you. Sometimes, R2 will not work, in which case use L2 instead. Once you get the clock face, if the hands are spinning, cast Stopra. If you can't cast the spell while locked on, that means you're too far away, so move closer to the center of the clock, and then try casting again. You only need to Stop one face on the clock, and the timer will be held down until the Stopra spell runs out.

Note this: there are times when the hands will spin even though you don't see a count above anybody's head. This is what I call a "silent" count, and it is sort of like a rest period between the Phantom's casting Doom. Think of it as extra time for you to make errors. Stopping the hands at this stage will work just as well as stopping them when you can see the numbers above Pete's head. So the rule is, if they are spinning, cast Stopra.

Next, the Phantom will fly around at dizzying speeds, always keeping a certain distance from you. After a while, it will charge at you, then either hit you from the front, or fly over you and then hit you from behind. Then it will fly away and repeat this pattern.

Now, there are 3 things you need to know before I explain how to fight the Phantom proper.

First of all, the fighting arena is NOT infinite. There are invisible walls around the Clock Tower, such that you are essentially flying around in a cube with a tower through its middle. So when "running away", release all lock ons and fly AROUND the Clock Tower so that you put the tower between yourself and the Phantom. Alternatively, you can fly into the corridor where Wendy used to hang out. The Phantom is too big to fit in there, so you should be safe.

Secondly, the only way to hurt the Phantom is to hit it in the balls. Well, technically it has got just one, so... Anyway, if you don't see a glowing sphere where its balls should be (if the Phantom were male, that is), then the Phantom is invulnerable during that time. If you do see a glowing ball, then you should prepare to attack. There are 4 posssible colors that the ball takes on: red, blue, yellow and white. When it is red, only fire can damage it; when blue, only ice can; yellow, thunder; and white, physical attacks.

Thirdly, the ball will change color instantly every time you hit it. What color it changes into is completely random. It will change this way twice, and after the third hit, the Phantom will stagger back, and that will be the end of one "attack cycle". Then the Phantom will either fly around without a ball and attempt to hit you, or it will retreat to a clock face and sic a pink "heat-seeking worm (HSW)" on you. Whichever the case, it will only try once, after which it will turn a 360 and create a new ball.

Now, when it is circling around you, don't bother to catch up to it. Just stay in one place, lock on to Phantom, and wait. If you have not stopped the clock yet, DO IT NOW! It is imperative that you Stop the clock before attempting to deal with Phantom itself.

While you are waiting, look at Phantom to see what color his ball is. If there is no ball, then RELEASE THE LOCK ON and retreat. If you don't release the lock on, you will have trouble "running away" because you won't be able to see where you are flying. If the ball is blue or yellow, calmly go to your magic menu and select the appropriate spell, then wait. If it is white or red, then then prepare yourself for the Phantom's charge.

Once it charges at you, get your fingers ready. For red and blue balls, let the spell rip as soon as the Phantom comes within spell range. For yellow and white, wait until it gets close before you cast or hit. If you miss, do it again. And again. And again. Until either you hit or the Phantom flies out of range again.

For white balls, it is somewhat trickier. If you are very good at the sword, then swing while the Phantom is charging you. I'm not particularly good at timing my swing (and this devil is really fast), so I opt for the second method: wait for the Phantom to stop before swinging. This works because the Phantom rears back before slashing, giving you about a 1-sec window to get your blade in. If the Phantom stops in front of you, this is fairly straightforward. If it passes over you and stops behind, then you have to swing on instinct because it will be hard to tell exactly when it stops.

Once your magic connects, mark the color change on the ball. If it is the color of magic again, calmly switch to the appropriate spell, get within spell range, and cast. Whenever a hit connects, the Phantom will stagger a little, so you should have plenty of time. If for some reason you know your hit connected but your view is obscured, then just fire all three spell types off in succession. If your view is still obscured, do this again. Then release lock on and "run away".

If the ball turns white after a magic connects and you are at some distance from the Phantom, close in quickly and swing only when you are sure you will hit. If you miss, the Phantom will have enough time to get away. Make sure your swing connects. The Phantom should stagger long enough for you to take your time.

When a physical attack connects, just follow through the combo until you finish it, or until your attack bounces off the ball. Quite often, the Phantom's ball will turn white 3 times in a row, so if you do a 3-hit combo, the last hit will do more damage. If you bounce, switch to the appropriate spell and blast away.

After the third hit, the Phantom will fall backwards and be stunned for a while. This marks the end of one "attack cycle", and it means time to "run away". After the first "cycle", Phantom will chase and try to hit you once. If you just keep flying around the tower in a wide arc, it will miss. Once you see that it misses, turn around to face it, lock on to it, and repeat the attack process.

After every second "attack cycle", the Phantom will fly to the nearest clock face and summon a pink heat-seeking worm (HSW). Aside from the Doom clock, this is the most devastating attack the Phantom has. Don't ever get a HSW stuck onto you. On Expert mode, it is almost certain death. If you ever do get one stuck to you, fly through the clock corridor and hope that the walls and pillars will knock the HSW off.

To avoid getting the HSW on you, everytime you see the Phantom return to the clock face and hunch over, release lock on and fly at top speed to a safe place on an adjacent clock face.
=======@======= TOP VIEW | ^ ^ ^ ^ ^ ^ | @ : each of the 4 clock faces of Clock Tower | < |=======| > | | < | |===| | > | @ < | |(.)| | > @ | < | |===| | > | | < |=======| > | safe place--> O | v v v v v v | O <-- safe place =======@======= X <---Phantom
Staying close to the tower, move towards the corner closer to where the Phantom is, and turn the camera so that you can actually peek at it while it is summoning the HSW. The mindless HSW will just take the shortest route towards you and fizzle against the tower walls. Then the Phantom will do a 360 and create a new ball, so you repeat the attack process.

* Some people have told me that Aeroga reflects the HSW. However, since Aeroga costs 2 precious MP, I would advise against using it. If the HSW really bothers you that much, then this is a good thing to know though.

Now, whenever the Phantom is summoning a HSW, it is a good time to Stop the clock again, even if the hands are not moving. Remember, the Stopra spell doesn't last forever, so you'll have to Stop the clock every now and then. Doing this when the Phantom is not bothering will save you a lot of trouble.

Depending on how high Sora's max MP is, the Stopra will last different durations, anywhere between 2 to 4 "attack cycles". Of course, this also depends on how fast you can damage the Phantom and put it through an "attack cycle". Just make sure the clock hands are not moving, and get used to how long your Stopra lasts by trial and error. If you are not sure, then it is a good idea to Stop the clock once for every 2 HSW the Phantom summons, even if the hands are not moving. Don't worry about overspending MP because 21 Ethers and Goofy's MP Gift are more than enough to tide you through.

Repeat these steps until you win. Goofy and Peter Pan will loosely follow the Phantom and try to attack it, and sometimes they can save you a lot of work. However, the Phantom seldom attacks them directly, so don't worry too much about them. If anyone gets hurt, Cura him. As long as the Phantom is not charging towards you, you have plenty of time to Cura. When Goofy runs out of MP, wait 10 sec for someone to use an Ether on him. If nobody does, that means either they're all out of Ethers, or they're all dead, or some combination of that. Cura them to wake them up, and if they are really out of Ethers, then use one on Goofy. You shouldn't ever need to use Ether on yourself. It is a waste. If you have only 1 MP left and you need to cast Stopra, and Goofy doesn't seem interested in giving you his MP, then just Cura Goofy until your MP goes to 0. He will then be sure to give you an MP Gift for your effort.

Sometimes, you may find that your spells miss even though they seem to hit. This is probably due to the fact that the Phantom's cloak blocks magic to a certain degree, or the angle of your spell is slightly off. If this happens, descend or ascend slightly until your head is at about the Phantom's waist level.

With this strategy, the Phantom will go down in about 20 minutes.

For defeating the Phantom, you get 9999 experience and your Stopra gets upgraded to the final Stopga. It has limited uses, but it helps to get Donald's Dream Rod, which is pretty good.

Frequently Asked Questions:
Q: Where do I find Lady Luck?
A: Lady luck grants +2 MP, and can be found before Phantom is unlocked. It is in Wonderland, under a White Trinity. To get there, examine the "night scene" painting in the sideways Bizarre Room. If you're on the wrong side of the Bizarre room (ie. you can see the painting on the ceiling), then just jump into the fireplace, and it'll bring you to the right side.

Q: Should I use Donald?
A: No. Because you will be Doomed. Because Donald will use up all his Ethers on himself. Because he will burn all his MP in the first 3 sec.

Q: But I want to use Donald... so can I?
A: Well, go ahead and use Donald if you like, but my whole strategy is centered around Goofy's MP Gift ability. If you want to use Donald, then most of the info in this guide will be useless to you.

Q: Help! The pink thing that Phantom summons keeps following me and killing me! How do I get rid of it??
A: I call that thing a heat-seeking worm (HSW), and to get rid of it you can try to knock it off on the walls of the Tower. The best way to get rid of it though is simply to avoid it entirely before it gets to you. For more info read part 6. of this guide, or do a search for "HSW" on this page.

Q: Why not use Ragnarok against the Phantom?
A: It is redundant. It costs 3 MP. More than 75% of the time, Phantom is immune to it. Even when Phantom is not immune, AT BEST only the first 3 hits of the Ragnarok will connect. But the strongest blows in the Ragnarok are at the end. This translates to 3 MP for 3 physical blows that do only a little better than your regular physical attacks. Why use Ragnarok against the Phantom?

Q: Aeroga deflects the HSW, and also prevents damage. Why not hotkey it?
A: Well, the Phantom battle is all about keeping the clock Stopped. And that's all about MP. Aeroga costs 2 MP. It also reduces damage, which means reducing the turnover of your MP Rage. It may deflect the HSW, but the HSW is not hard to avoid anyway. As long as you have Second Chance, and a high max MP, Cura(ga) is definitely more MP-efficient than Aeroga. The Phantom doesn't have deadly attack combos, so you'll always have plenty of time to heal. Therefore in this battle, Aeroga is more of a hindrance than help.