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Phantom Boss Guide (How to Beat)

Phantom is a secret, optional boss hidden in Bilewater. The fight is a fast-paced and fair “dance” that feels a lot like the Grimm or Mantis Lords fights from the first game. Finding them is an adventure in itself, but the reward—the Cross Stitch ability—is one of the best in the game and is absolutely worth the trouble.

Portrait of Phantom
Secret Boss / Optional

Phantom

Location: Bilewater - Exhaust Organ

Rewards: Cross Stitch Ability

Getting to this boss is as much of a challenge as the fight itself. It requires solving a navigation puzzle first.

Navigating this area is a complex challenge. For a detailed walkthrough of the Mist Puzzle and a map of the Exhaust Organ, check out our dedicated guide below.

→ Detailed Bilewater Mist Puzzle and Exhaust Organ Walkthrough

The closest bench is inside the Exhaust Organ, “up and to the left of the central chamber”. Rest here to ensure a fast runback if you die.

Phantom is a fast and long fight, so come prepared.

  • Upgrade Your Needle: If you don’t want the fight to drag on, visit the Pinmaster in Bellhart and get a needle upgrade. Phantom has a lot of health.

This build focuses on survivability and punishing mistakes.

  • Ability: Silkspear - Good for poking from a safe distance.
  • Tools:
    • Warding Bell: Creates a shield for safe healing when you can’t dodge a fast attack.
    • Fractured Mask: Gives you an extra life, which is always nice.
    • Magnetite Dice: Can randomly block an attack. It’s RNG, but it can be a lifesaver.
  • Crest: Reaper Crest - The wide slashes make it easier to hit the agile Phantom.

This build focuses on setting traps to deal constant damage and end the fight faster.

  • Ability: Silk Storm (Threadstorm) - Great for extra damage when you jump over Phantom’s Triple Stab or Pin Pull.
  • Tools: Tacks, Silkshot, or Sting Shard. These deal great damage, especially if paired with the Pollip Heart tool. You have plenty of time to set traps during Phantom’s Light Slam attack.

This fight is all about reaction time and patience. Follow these steps to learn the dance.

  1. Learn the Parry (Rule #1) This is the most important rule of the fight. When Phantom holds its spear out in a defensive stance, DO NOT ATTACK. If you hit the spear, you’ll eat a massive counter-attack. Just back off and wait for another opening. Avoid hitting Phantom when it is guarding with its spear. A successful parry will trigger a devastating counter-attack.

  2. Attack Between its Moves Between its attacks, Phantom will pause for a very brief moment. Learning to recognize these small windows and getting in a quick hit or two is the key to the fight. Be patient and don’t get greedy. In between attacks, Phantom has a brief opening where you can land a safe hit before it moves again.

  3. Use Pogo on its Dashes When Phantom dashes toward you during the Triple Stab or Pin Throw attacks, it’s a perfect opportunity to jump over and pogo on its head for extra damage. This turns your defense into offense. Pogoing on Phantom's head as it dashes is a key strategy for dealing consistent damage.

  4. Survive the Final Stand Near the end of the fight, Phantom will roar and perform five Light Slams in a row very quickly. Don’t try to heal or attack during this. Just focus on survival by constantly running and dashing out of each cylinder until the fifth slam is finished.

The safest windows to heal are:

  • In the far corner of the arena after dodging an Aerial Pin Throw.
  • Right after dashing out of a Light Slam’s AoE.
  • When the boss is staggered.

Phantom moves are fast but learnable.

Aerial Pin Throw

Ranged / Dash 1 Mask

Phantom jumps, waits a moment, then throws its spear diagonally down at you before dashing to its location.



Counter: Sidestep the initial throw, then either jump over Phantom as it dashes or dash under the pin and turn to attack.

Pin Throw

Ranged / Dash 1 Mask

Throws its spear horizontally across the arena, then dashes to catch up with it.



Counter: Jump over the spear and pogo on Phantom’s head as it dashes towards it.

Parry & Counter

Defensive / Counter 2 Masks (on counter)

Phantom stops moving and holds its spear in a defensive stance, often with a flash or a sound cue. This is a guard stance, not an attack.



Counter: DO NOT ATTACK. This is a bait. If you hit the spear while it’s in this stance, Phantom will unleash a fast, multi-hit counter-attack. The only way to counter this move is to have patience and wait for it to end.

Triple Stab

Melee 1 Mask per hit

Leans forward and performs three quick lunging stabs that cover about half the arena.



Counter: Jumping over and pogoing on its head is the most effective counter. This is also a good time for a Silk Storm.

Light Slam

AoE / Slam 1 Mask

Phantom disappears. A cylinder of light appears on the ground, and after a short delay, Phantom slams down in the center of it.



Counter: As soon as you see the cylinder, dash out of it. This is your best window to heal or set a trap.



  • Reward: Cross Stitch Ability - After winning this honorable duel, you get the same powerful parry ability Phantom used against you. Cross Stitch lets you counter nearly any enemy attack with a powerful AoE slash of your own. It remains one of the best skills even into the late-game and is absolutely worth seeking out this secret boss to get.