The Ecology of the Phasm (unpublished 3.5 "Ecology" article)


So, when coming to the decision there was no reason for me to stop writing the occasional "Ecology" article, even if they were never going to get printed anywhere, one of the ones I decided I needed to do was another Underdark one featuring Shandrilla, Javorik, and Federico - after all, I'd left them stranded underground at the end of "The Ecology of the Destrachan" and I figured I should probably do something about that. Looking about for an interesting Underdark creature to write about - and one that could tie in with their attempts to get back to the surface world - I hit upon the phasm. The phasm was perfect for my needs: it was a fairly obscure creature, unique to Third Edition (although perhaps with a tie to a different creature from AD&D 1st Edition); it lived exclusively in the Underdark; and as a "blobby" creature it fit in nicely with the black pudding and the gray ooze, the first two "Ecology" articles I wrote using Shandrilla and Javorik.

So, without further introductory text, here is "The Ecology of the Phasm" - and a final closure to the trilogy that began with "The Ecology of the Chuul" and carried over to "The Ecology of the Destrachan." If you haven't read them yet, you might wish to do so first before reading this one; they can be found here:

The Ecology of the Chuul

The Ecology of the Destrachan

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In the lightless bowels of the Underdark, a blob of protoplasm quivered and spasmed, finally splitting down its middle and falling away from the expanding rift bisecting its shapeless body, causing it to collapse into two separate piles of matter. Each blob was about half the size of its former self, a mass of swirling colors: reds, blues, streaks of green and purple.[1]

For a moment, each blob was motionless. Then, as if on cue, the masses began to quiver back and forth, the colors swirling around each form as they redistributed the matter making up their shapes. One began rising into a stout column, colors spreading and streaking along its form as it started to take on a humanoid build; the other swelled up and took on a darker coloration, its outer hue mirroring that of the rock all around it. By the time it had taken on the full appearance of a small boulder, the one beside it had finished its own transformation and now stood recognizably as a male[2] svirfneblin, complete with grayish skin, a bald pate, and a wispy, white mustache and goatee. He wore drab clothing, as did most of his kind.

“Hey!” said the svirfneblin aloud, stretching his mouth after speaking as if trying out something he hadn't done in a while. “Looks like I've got the memories of our time as Pothelwick Glintpebble.”[3]

<Indeed,> thought the boulder to his newly-formed twin.[4] <I have no such recollection of such a person ever having existed.>

“It's as good a form as any, especially since we've both been reduced in mass,” replied Pothelwick.[5] “In fact, I think I'll spend a fair bit of time as Pothelwick while it's still somewhat comfortable to do so.”

<You do that,> replied the boulder telepathically. <I intend to cogitate for a year or so, sifting through my memories and seeing what's worth keeping.>[6]

“Have fun with that,” replied the svirfneblin, wandering down the Underdark corridor in the direction he recalled there being a deep gnome settlement. It had been decades since he'd last been that way and he was curious to see what all might have changed there in his absence.

- - -


The swirls of color in a phasm's natural form are various sensory organs. They, like the rest of the creature's amorphous body, can change size and coloration as the creature alters its body to mimic any of a variety of living or unliving forms.

2. Phasms are entirely asexual creatures but can adopt the form of creatures of either gender at will.

3. A phasm stores its memories at various nodules all around its amorphous body. As it changes form, these nodules move about, although similar memories are most often stored together. When a phasm splits into two – its completely asexual method of reproduction – the memory nodules are evenly distributed between the two smaller forms thus created. Thus, each creature is not only half the size of the former “parent” creature but retains half of its prodigious store of memories, including the recollection of the various forms it has adopted over the span of its prior lifetime.

4. Phasms normally communicate telepathically to those others within 100 feet possessing linguistic capabilities. While they can also speak Common aloud, the ability to communicate by thought alone comes in very handy when adopting a form normally incapable of speech – like a boulder.

5. A full-grown phasm in its standard, amorphous shape is about five feet in diameter and two feet tall in the middle, looking somewhat like an oversize, multicolored fried egg weighing in at some 400 pounds. When it splits into two, each newly-formed “offspring” has half of the original creature's mass and size. A phasm can change shape at will but can only assume forms of roughly its own size or larger; a full-grown phasm (of Medium size) would not be able to normally “squeeze down” to a Small svirfneblin form without becoming very dense (as it will still weigh around 400 pounds despite being compressed into a three-foot-tall form). Adopting forms larger than the phasm is much easier, especially if the creature creates hollow “pockets” in its larger form, concentrating on keeping the entire exterior looking like it's supposed to. A recently-split phasm, at 200 pounds, is still much more dense in svirfneblin form (or that of a similarly-sized creature, like a kobold or a goblin) than would be a true deep gnome, but it isn't as uncomfortable for the phasm at that stage of its life than it will be later on, once it's grown and regained much of its former mass.

6. A phasm can only grow to be so big before it must split into two smaller creatures. Similarly, the memory nodules spread throughout its body can only hold so many memories – about a century's worth – before the older memories fade away to make room for newer memories. Some phasms choose to allow the older memories to fade away and be replaced with newer ones, while others do what they can to preserve the older memories deemed worth saving. By entering a trancelike state, the phasm can “rewrite” specific older memories into the nodules as newer memories, allowing the originals to fade away but be given new life as a more recent memory. (In effect, the phasm's newer memory will be of reliving the experience of recalling the older memory.)
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“Is she going to be all right?” asked Federico, looking down at the prone form of Shandrilla, laying sprawled out, face first, on the stone floor of the pit the destrachans had dug as their torture-practice area. They'd just barely caught her as she collapsed and lowered her carefully to the stone floor of the pit; beside her lay the two destrachan young she'd managed to kill with her bare hands before passing out, each the size of a chicken but built more like a dinosaur – incongruously, one with complicated, external ears but no eyes.

Javorik's bearded face carried a look of worry at the state of his unconscious companion, but he ignored the rips and rents in her leather armor where cruel talons had slashed away at her and willed himself to believe at least some of the dried blood covering her arms and face were those of the destrachan young. “She'll be fine,” the little gnome illusionist reassured his cousin, hoping to reassure himself as well by the vocalization of his fervent wishes. “Here, help me prop her up.”

Shandrilla wasn't all that tall of a human but her lithe form was much bigger than either of her gnomish friends. Together, they managed to roll her onto her back and tug on her arms until she was halfway sitting up. Then Javorik left Federico supporting her while he dug around inside Little Biggie, the bag of holding he carried with him at all times. Its extradimensional space was a good way to bring along a whole lot of things the little gnome would otherwise get much too tired lugging around.

“Here we go,” he said, pulling out what he'd been looking for: a glass potion vial. Uncorking the top, he lifted it to Shandrilla's lips and started slowly pouring the healing potion into her mouth. She coughed once but never woke, worn out from hours of abuse at the hands of her reptilian tormentors. Eventually, Javorik got the whole vial's contents down her throat and helped Javorik lower her back down to the stone floor of the pit again. “That'll seal up the worst of her wounds,” he assessed. “Right now, sleep's probably the best thing for her, after all she's been through.”

“You about ready to get out of here?” Federico asked. The two cousins had done the impossible: braved the racing torrents of an Underdark river to track down their human friend in the trackless wastes of the subterranean realm, slaying a full-grown destrachan in the process. The gnome fighter had lost his helmet – blasted to metal dust by the reptile's sonic assault – but in the end they had prevailed and now the little gnome was ready to get back home, preferably to a warm fire and a tall stein of dwarven ale.

“By all means,” Javorik replied, pulling a scroll case from the belt of his robe. He popped the top off and pulled out the parchment he had stored inside: a scroll containing the teleport spell, their means of returning to the surface world once they'd located Shandrilla. The scroll came out of the tube all wet and a dribble of water spilled from the scroll case as he tipped it over. “Uh-oh,” he said.

“Uh-oh?” repeated Federico, looking up at his cousin with a look of intense concern on his face. “What do you mean, 'Uh-oh?' I don't wanna hear 'uh-oh.'”

Javorik looked at the smeared mess of ink that had once contained the words to the teleport spell, a spell he'd not yet mastered but was certain he'd be able to cast from a scroll. “The scroll case...” he started, wincing as he looked over to his cousin, “...apparently wasn't as waterproof as I thought it was.”

“We can't teleport back? Seriously?”

Javorik shook his head sadly. “Nope,” he admitted. “It looks like we're walking.”
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Pothelwick Glintpebble[7] wiped his mouth with the back of his hand and set down the goblet of deepberry wine on the tavern's table. “...And she never found out who was responsible!” he added, finishing the tale he'd been telling to the small crowd of boisterous svirfneblin gathered around him. They burst out laughing at the conclusion of his outrageous story, one of the deep gnomes seated at his left slapping him heartily on the back.

The phasm had spent several hours in the drinking establishment, telling tales and picking up all sorts of fresh gossip from his new friends. It had been many years since he'd last split off and found himself in a form small enough to impersonate a svirfneblin and he was taking full advantage of the current opportunity to do so. The Pothelwick persona he'd crafted had served him well over many incarnations and he'd established himself in this form as a wandering storyteller, which easily explained his frequent absences of often several decades at a time. As a deep gnome storyteller, he could walk into just about any svirfneblin drinking establishment and earn enough coin for a drink or two and a meal with his tales, which served the phasm just fine; while he could change his outer shape into just about any form imaginable he had no way of breaking off pieces of himself and thus could not fabricate false coins. He was well aware it was possible to form hollow spaces inside whatever form he chose to take and thus carry along small items with him in that fashion – and in fact, many phasms did just that, using their own bodies to carry coins with them – but it was a practice he'd never gotten into himself; it always seemed like too much bother, especially when with a bit of creativity you could make do without carrying money.

“Well,” he said, sliding off of the stool in a practiced manner, “I'd best be heading back out. Places to go, people to see – you know how it is.” He nodded to the tavern keeper. “Thanks for the meal, and the drinks!”[8] And then Pothelwick Glintpebble stepped out of the tavern and with a final wave to the friends he left behind headed for another part of the svirfneblin city. He'd check in a few other places here to pick up gossip about what had been going on here in the city since the last time he'd passed this way – he'd definitely need to swing by and see Tamarish, a deep gnome woman whose ability to pick up and repeat gossip was unparalleled in the phasm's experience, although she'd undoubtedly expect him to spend the night with her while he was in town.[9] Then he'd depart the deep gnome city and go exploring. There was a lot more of the Underdark to be seen and he was eager to continue his explorations.[10]

- - -


Phasms have no personal names among themselves, nor do they feel the need for such. When assuming the form of an intelligent creature, they often adopt a name for themselves and refer to themselves by that name while in that form, but as soon as they change shape that name no longer serves a purpose.

8. As aberrations, phasms eat, breathe, and sleep. They are capable of ingesting almost any organic matter and have no qualms against eating carrion but make a point of only being seen to eat whatever is appropriate for the form it is currently wearing. (If there's nobody around to see, however, all bets are off.) A phasm in its natural, oozelike form consumes matter by engulfing it with its pliant body and creating digestive juices in the “pocket” thus formed. Phasm metabolisms are extremely efficient, creating nearly no waste products at all. However, much of the energy produced by their food consumption goes toward their shapechanging abilities, so they grow in size only very gradually; a Small phasm formed by its larger self splitting into two often takes about 20-30 years to regain its normal Medium size and then can spend upwards of another 70-80 years as a Medium creature before becoming large enough to force it to split into two again. Phasms who remain immobile for great spans of time – like those taking a year to sort through their oldest memories – need almost no food intake at all during their time of inactivity.

9. A phasm can only reproduce by splitting its amorphous body in two. While in an alternate form it can engage in normal sexual activity but it cannot reproduce in that form, regardless of which gender it has assumed.

10. Phasms are insatiably curious. With the ability to shapechange into just about any form they can imagine they need fear almost nothing – they have preferred forms for scaring away potential foes and others best assumed for rapid departure – so they can afford to explore their subterranean world to their fullest extent. Phasms seek to increase their personal knowledge and value new experiences, from the tastes and smells of new foods to obscure facts and juicy gossip. They tend to gather up as many new experiences as they can, realizing they can always take some time off as a rock or something to sort through their memories of their experiences and decide which ones are worth keeping.
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“You given any thought as to how we're going to lug her back to the surface?” Federico asked, pointing to the unconscious form of Shandrilla on the stone floor before him and his cousin. “It's one thing for us to try to find our way our of here on foot, but in her condition she's not gonna be able to walk on her own.” He looked down at the slight woman again, appraising her likely weight. “And we're not gonna be able to carry her by ourselves, just the two of us!”

“Yeah, that's not going to work,” Javorik mused. Then, with sudden inspiration, he snapped his fingers. “Little Biggie!” he cried. “Give me a hand!”

“I thought there wasn't any air in there,” Federico argued. He hadn't gone to all of this trouble to rescue the silly human girl just to have her suffocate to death in his cousin's bag of holding!

“We'll let her arms hang out, so her head stays out as well,” Javorik replied. “It'll be fine. Here, hold her feet up.” Together, the two gnomes wrangled Shandrilla's legs up in the air and the illusionist plopped the open end of Little Biggie over her feet and down her legs. Viewed from the side, it rather looked like the young woman was being devoured by a snake or something. Finally, the gnomes maneuvered the bag of holding up her torso to her armpits, with her arms hanging out over the edge. Keeping her head lolling in the open air of the Underdark, Javorik was able to lift Little Biggie over his shoulder without any effort, for anything inside the extradimensional space didn't effectively weigh anything. They made quite a sight – Shandrilla's fingers nearly dragged along the ground, given the little gnome's small size – but Javorik didn't care what they looked like if this was going to get them back to the surface. After all, was he not Javorik the Bold, Illusionist Extraordinaire, Wielder of the Wand of Lightning, Slayer of Lizards, Tamer of Rats?

Federico looked down at the corpses of the two destrachan young Shandrilla had slain. Then, with a shrug, he picked them up and stuffed them inside Little Biggie, tucking them in beside Shandrilla. There was no telling how long it would take them to find their way back to the surface and they hadn't planned on this taking long enough for them to have thought ahead about provisions. Besides a waterskin each, they were without food.

“So which way to the surface?” asked Federico once they had climbed back up the ramp of the destrachan torture pit. “We're not gonna to be able to go back the way we came, fighting the currents of the river all the way.”

“Hmmm,” replied Javorik, giving it some thought. He honestly had no idea – but he didn't want to admit that to his cousin. Still, he knew which way they'd come from the river to the destrachan's pit, where they had found Shandrilla nearly at death's door. There hadn't been any side tunnels the way they'd come, so that way led only to the impassable river, which would be nearly impossible to traverse going against the current – there were sections where the river passage was entirely flooded and the gnomes' potions of water breathing had long since run their course – and to continue to follow it downstream would only take them deeper into the Underdark. Better to cover new ground; it was their best bet. Maybe they'd get lucky and find a way leading back up to the surface.

“This way,” Javorik decided, leaving the destrachan pit behind them and forging off in the opposite direction from the way they'd come.
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Still in his Pothelwick Glintpebble form, the phasm walked down the narrow Underdark passageway, heedless of whatever dangers might lie ahead of it. Now that he was alone, he no longer had to pretend to be able to see – the deep gnomes not only had darkvision, but their eyesight allowed them to see twice as far as most Underdark races – but even after adopting the form of a svirfneblin the phasm had to make do with normal vision which required light to see.[11] During his encounter with the deep gnomes in the pitch-black tavern, the phasm had faked being able to see the others in the unlit interior by turning his head toward those who spoke, relying heavily upon his own telepathy and innate tremorsense to interact seamlessly with the svirfnebli. Now he needed to do none of those things and ambled aimlessly down the stone tunnel, heading to a section of the subterranean world to which he'd never been – or if he had, he no longer retained those memories.

As the fake svirfneblin ambled on, his tremorsense alerted him to the presence of a small lizard scampering up the wall. Quick as a wink, Pothelwick's hand darted out and grabbed the lizard by the tail, bringing it to his mouth so he could bite the hapless reptile in two. He held the creature's tail as he made short work of the first bite, then popped the rest of the lizard into his mouth and chewed it as he walked. He wasn't the least bit worried about anyone spotting this unsvirfneblinlike behavior, for he could tell by the lack of vibrations in the stone below his feet there was nobody within the normal range of darkvision and thus he could enjoy his snack unobserved.

Alas, he was wrong about that. There was a vertical shaft to his left; he was well aware of the fact by the slight draft of air he could feel on the outer surface of his pliant skin, which currently was configured in the guise of not only the svirfneblin but also the clothes he wore. He was not, however, aware of the creature levitating in the shaft, watching as the deep gnome wandered past him without even noticing. Strange behavior for a svirfneblin indeed!

Slightly puzzled by the deep gnome's odd behavior, the mind flayer chose not to look a gift rothé in the mouth and sent a mind blast of psionic energy erupting outwards in a cone at the svirfneblin.

Pothelwick froze up immediately, puzzled at his sudden inability to move. The phasm had never been stunned before, in any of the forms he had worn over its many years of life and he was admittedly curious as to the reason why. When the illithid dropped to the stone floor of the tunnel before the false svirfneblin, Pothelwick knew immediately the cause of his immobility; to the phasm's tremorsense, the illthid's presence suddenly entered his awareness as soon as his feet touched the stone floor.

<Interesting,> Pothelwick thought to the mind flayer. <Are you planning on eating my brain?>

The mind flayer instinctively flinched at this unexpected occurrence. <You are telepathic,> it stated, the mental “voice” carrying an element of surprise. Illithid faces weren't configured for smiling, but Pothelwick could hear the smile in the mind flayer's mental voice nonetheless as he said, <...Very interesting indeed. This will be an unexpected bonus to my feast.>

The mind flayer stepped up behind the immobilized svirfneblin, bent forward, and spread out its four facial tentacles to encompass the deep gnome's bald head. Rows of lampreylike teeth started boring through the flesh and skull of the illithid's frozen prey to get at the juicy brain within. Almost immediately, the mind flayer could tell something was “off” about the taste of this careless svirfneblin, but he didn't have the time to formalize the thought before his prey suddenly melted from his grasp – the effects of the mind blast had worn off and the phasm had reverted to its normal, amorphous form.[12]

<A phasm!> the mind flayer exclaimed telepathically, a note of disgust in its mental voice. <You have no central brain at all! You are useless as a food source!>

<That is true,> admitted the phasm, reshifting its form into a central column, much as it had when first splitting off from its twin, only this time reaching twice the height of the svirfneblin's size before forming arms, legs, facial features, and the appropriate clothing of its newly-assumed shape. In a matter of mere moments, the would-be illithid attacker found himself staring into a virtual mirror duplicate.[13] From the outside, the phasm looked identical to a mind flayer; had the illithid been able to peek inside the creature's interior, he'd see there were several empty spaces inside as the phasm only had so much physical matter to go around.

<Interesting,> the mind flayer thought aloud. <Despite your inedibility and uselessness as a food source, I can see a use for your shapeshifting abilities, infiltrating the outposts of the enemies of my people. Are you by any chance available for employment?>

The phasm didn't waste any time in thinking it over; working for the members of an illithid city would give it the opportunity to learn about these strange creatures, something its centuries of amassed knowledge was currently lacking. <I am,> the phasm replied and followed his new guide and employer to the illithid city which would be his home for as long as it held his interest.[14] Once he got bored hanging out with the mind flayers, he'd go explore somewhere else that looked interesting, probably in a completely different form.

- - -


When adopting a new form the phasm gains the extraordinary attacks of its new form (such things as constrict, improved grab, and poison) but not the extraordinary special qualities (such as fast healing, regeneration, scent, or darkvision). It likewise fails to gain any of the new form's supernatural or spell-like abilities. The lack of such abilities are often what gives a phasm away as being an impostor so it is careful to “shore up” its disguise by finding ways around these giveaways whenever possible.

12. In its amorphous form, a phasm is immune to poison, sleep, paralysis, polymorph, and stunning effects. It therefore makes reverting to its natural form a logical defense when facing a foe using one of those effects as its primary form of attack. Because of its amorphous nature, a phasm in its normal form is also not subject to critical hits and cannot be flanked, for it has no true front or back.

13. When shapechanged, a phasm gains a +10 circumstance bonus to its Disguise checks. Given the creature's normal skill ranking of Disguise +20 (+22 when acting in character, thanks to a synergy bonus from its ranks in Bluff), this gives a phasm a pretty good chance of not being discovered for what it truly is.

14. Phasms are often hired on as spies, a role for which they excel – but their effectiveness is hampered by the phasm's easily-bored natures. A phasm has no real ties to any particular employer and often feels no great need to report back what it has seen while spying. If sufficiently bored, a phasm gives no thought to simply stepping away from the job at hand and doing something more interesting.
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“You doing okay?” Federico asked his cousin, worried the illusionist wouldn't be able to carry his burden for very long before getting tired. Javorik might be many things, but particularly fit was not one of them.

“I'm fine,” Javorik piped up. “Seriously, she hardly weighs anything when most of her is inside Little Biggie.” The gnomish spellcaster had a firm grip on the open end of the bag of holding, the rest of it dangling over his shoulder and down his back. Shandrilla's head lolled over the open edge of the bag, her arms dangling almost to the floor behind the gnome. “Stop worrying about me and keep your eyes on the passageway ahead – we don't want anything jumping out at us.”

“Wish I knew this led to where we want to go,” grumbled the fighter. Federico felt particularly vulnerable: not only was he lost in the Underdark – and not for the first time either, he thought wryly to himself – but he was wearing only leather armor (he'd eschewed his normal metal armor once it became apparent the plan was to follow Shandrilla's likely path down a raging river, since he didn't want to sink to the bottom like a stone) and his metal helmet had been disintegrated by that stupid destracahan they'd fought. At least he still had his weapons; Shandrilla seemed to have lost hers somewhere along the way.

“It's got to lead to somewhere,” Javorik countered, not a particularly strong argument, he realized. After all, it could very well lead to a dead end or a beholder's lair, for all he knew. The passageway opened up into a large cavern, with stalactites hanging down overhead and stalagmites rising up from the stone floor, in some cases to meet in the middle. The rock beneath the gnomes' feet was damp, with a few pools gathered here and there in places where the uneven floor sank lower than the surrounding area. If there was another passageway out of this cavern it wasn't immediately visible; the place extended far beyond the range of the light from Javorik's everburning torch.

Federico kept quiet, concentrating on looking for a way out of the cavern as the gnomes skirted the rightmost side of the cave. He worried their light source would be a beacon to any predators living down here in this lightless world but there wasn't much he could do about it; being surface gnomes, they needed the light to see. Besides, more and more as they traveled on, Federico's mind was wandering onto another track altogether: what would those baby destrachans taste like? He was starting to get a bit hungry and they had to have been walking for well over an hour by now.

But Federico likely wasn't the only one hungry in the area, as became noticeable when a strand of webbing came flying out of the darkness to strike the little gnome in the chest, where it stuck fast to his leather armor. Almost immediately, there was a strong tug and the fighter was pulled forward. He tried planting his feet but the floor was too slippery to give him much purchase. Frantically, he wondered what he might be up against here: a cave fisher? A giant spider?

Javorik got hit by a strand as well, striking him in the chest and pulling him roughly forward. He tried pulling back against the strand but it was no use; the webbing (or whatever it was) was too tough and the two gnomes found themselves being pulled inexorably forward. Federico swung his sword at his strand and managed to sever it, then turned to help his cousin. Javorik, the fighter was glad to see, had already come to the same conclusion and was now gripping the everburning torch between his teeth as his right hand fumbled for the dagger at his belt. Federico's blade came slicing down, severing the strand that had been tugging his cousin ahead into the darkness beyond their circle of illumination.

But in coming to Javorik's rescue, the little gnome fighter had turned his back on their unseen enemy and now another strand hit him, this time right between the shoulder blades. A sharp tug brought the gnome falling onto his behind, where he was dragged unceremoniously backwards while he tried regaining his footing and reaching awkwardly behind him with his sword to try to sever this new strand. Javorik, dagger now in hand, ran up to try to free his cousin as Federico had just freed him.

More strands came flying out at the two, a second one hitting Federico on the back of his right forearm and another hitting Javorik on the left leg, pulling it out from beneath him. He crashed to the hard stone of the ground, his lowered elevation causing Shandrilla's hands to drag behind him along the wet surface.

Federico was having difficulty swinging his sword now that his right arm was hampered by a strand as well; his blade wavered and swung feebly but was unable to reach either of its targets and the gnome's arms were tired, the strength seemingly being drained from his limbs with every passing second. Javorik, too, felt like there was a weight on his body, making his own attempts at cutting the strand pulling him forward much more difficult than it should be. And then another strand came flying out, hitting the illusionist's dagger and tugging it out of his hand. So much for that strategy!

Of the two of them, Javorik was the only one facing forward, so he was the one to see what they were up against once their circle of illumination reached the foe that had ensnared the pair. It looked like a stalagmite, but one with a central eye about halfway up its length, below which was a wide mouth filled with sharp teeth. The strands pulling the gnomes forward were coming from the sides of the upright stone pillar.

Javorik had heard tales of such creatures: ropers! Their chances of getting out of this predicament alive, if the stories he'd heard about ropers were anywhere near to being true, were practically nil. He therefore did three things at once, hoping against hope he'd be successful in at least one of his attempts. First, he released his grip on the open edge of Little Biggie, allowing the bag of holding and its human contents to drop to the stone ground behind him. Second, he fumbled at his side for his wand of lightning, hoping to be able to grab it up and use it against the roper reeling him and Federico in like fish on a line. And third, he spit out the everburning torch from between his teeth, turned his head around to face behind him, and called out at the top of his lungs, “SHANNY! WAKE UP AND RUN! YOU GOTTA GET OUT OF HERE! SAVE YOURSELF!”

At once, the dragging came to an immediate stop. A voice boomed out from ahead, “I'm sorry, what was that? Shanny? Who's Shanny?”

With the dragging having stopped, Federico scooted around on his butt and faced the roper before him, his face whitening in terror as he realized what he was up against. He scooted forward enough for the strands imprisoning him to go slack and then frantically started cutting through them with his blade.

The roper didn't seem to notice. Instead, it blinked, squinted, and maneuvered its pillarlike body off to the side so it could see behind Javorik. “It that the upper half of a human? Why ever would you be carrying the upper half of a human around in a bag with you?” it asked.

Javorik wasn't sure why the roper was so interested in Shandrilla's predicament but he greatly preferred explaining things to a roper over being messily devoured by a roper, so he played along. “That's Shanny there in the bag,” he said, answering the roper's first set of questions. “And she's got a lower half still connected to her upper half. She's inside a bag of holding.”

“She's still alive?” asked the roper, intrigued. By then, Federico had managed to slice completely through the strands adhering to himself but was unsure of whether to attack the roper or not. He noted Javorik had his hands on his prized wand of lightning but wasn't using it, content to try to talk his way out of their current predicament. Federico was willing to let his cousin give it a try; it was just as likely the illusionist would be able to convince the roper to let them go than it was that they'd be able to slay it on their own – more likely, even.

“Yeah, she's been banged up pretty bad – she got captured by a bunch of destrachans and was being tortured in a pit. We came and got her out. A healing potion took care of the worst of her wounds, but she's sleeping it off. Probably the best thing for her.”

“Destrachans!” marveled the roper. “They're pretty nasty. And you're all from the surface world, you say?”

Federico looked over at his cousin in disbelief; the little fool was actually pulling it off! Having a pleasant conversation with a roper wasn't anything Federico had ever thought he'd ever be engaged in...not that he was actually engaged in the conversation himself, but Javorik seemed to be doing just fine on that front and the fighter was hesitant to throw their good fortune off its present track.

“Yep,” replied Javorik.

“So what are you doing down here? You're a bit far away from home.”

“Yeah, well, that's a bit of a story,” admitted Javorik, scratching the back of his head.

“I'd love to hear it,” replied the roper. “Here, hang on, let me get a bit more comfortable first.”

Javorik first noted the strand dropping from his leg and being “unwound” back into the roper's body. But at the same time, the body was shrinking, the stone pillar shape lowering itself down to the illusionist's own general height and build. Within a mere moment, the roper was gone and in its place stood a member of the svirfneblin race.[15]

“That's better,” said Pothelwick Glintpebble, sitting down on the cold stone floor and making himself comfortable. “Now then: tell me everything about how you all came to be down here. I want to hear every detail.” As he'd expected, working as a shapeshifting spy for the mind flayers had been interesting for a short while but the job had quickly lost its luster and the phasm had wandered off one day to once again go exploring on its own. It had decided to follow its twin's example and spend some time sorting through its prodigious memories – there were plenty of “boring bits” in its service to the illithids it was willing to expunge – but the phasm had chosen a roper's form over that of a simple boulder, the better to take advantage of any prey that might happen to wander its way. But these gnomes – and their unconscious human companion – had given it an opportunity to gain something it relished even more than food: new stories and experiences from the surface world![16]

- - -


A phasm need not return to its natural shape between alternate assumed forms; it's perfectly capable of switching from one form to another directly. Switching forms does not allow the phasm to regain any lost hit points (unlike the effects of a polymorph spell) and the phasm can stay in any one particular form for as long as it desires. When slain, however, a phasm returns to its natural, oozelike form.

Phasms are limited to assuming the shapes of inanimate objects or living forms with up to their own number of Hit Dice, of the following creature types: aberration, animal, dragon, fey, giant, humanoid, magical beast, monstrous humanoid, ooze, plant, and vermin. However, since a phasm has 15 HD, this grants it quite a wide variety of possible forms. It cannot assume an incorporeal or gaseous form but its creature type and subtype (if any) temporarily change to reflect its current form. Thus, while in the form of a hill giant, a dwarf would gain its racial +4 dodge bonus against the shapechanged phasm.

16. Phasms prefer a subterranean existence. Partly this is because they, like ropers, absorb the inherent background radiation emanated from the deepest parts of the Underdark but another factor is direct sunlight, over time, dries out the slimy mass of a phasm's amorphous body when in its natural form. Phasms are certainly capable of heading out onto the surface world (and an extraordinary few actually do upon occasion) but they generally prefer to remain underground.
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<We're almost there,> the phasm mentioned telepathically to the two gnomes riding upon its back. <I'm going to need to shift back to a more presentable form before we enter the city.>

Federico wasted no time in dismounting from the riding lizard's back; while he was glad not to have been devoured by the roper, it was weird enough to have it transform into a svirfneblin and have a discussion about their recent adventures and the surface world as a whole, and stranger still to have it then turn into a giant lizard (of the type favored by drow, as the fighter understood it) that could talk to them directly into their minds. Still, if this weird shapeshifter could get them back home Federico was all for it; he just wished they'd get on with it already. The silly thing was as chatty as his cousin!

Javorik passed down Litttle Biggie to Federico before climbing down off the lizard's back himself; rather than keep his bag of holding over his shoulder like before, he'd held it on his lap, with Shandrilla still fast asleep and the upper edge of the bag pulled up to her armpits as if she were tucked into bed. The girl hadn't awakened at all during the trip and Javorik had been careful not to wake her in her present condition, although he was sorely tempted to do so before they entered the deep gnome city where they'd hopefully find their way home. It was a shame she'd miss out on the opportunity to meet the “snirf goblins,” as she had erroneously called them in the past, herself. Federico passed the bag of holding back over to Javorik once he'd dismounted; he knew his cousin was very protective of the silly human girl and was taking it as his own personal responsibility to see she remained safe.

The phasm altered its form and resumed the outer appearance of Pothelwick Glintpebble. “Let's go!” he said with a smile on his face, leading the rest of the way to the gates of the svirfneblin city. The approaching light from Javorik's everburning torch gave the deep gnomes plenty of notice of their approaching visitors, but once the guards recognized the familiar face of Pothelwick they relaxed and let them enter.

Pothelwick led them straight to a svirfneblin shop where the wizards among them made their various purchases. After introducing Javorik and Federico to the deep gnome wizard running the shop and explaining their needs, the shopkeeper passed over a scroll. Javorik took it up and cast a read magic spell, examining the unfamiliar arcane writings on the parchment. It was written in a different manner than the one he had brought with him from the surface (and which had been subsequently ruined by the dunking it took in the subterranean river), but he was sure he'd be able to cast it without any problems.

“How much is it?” Javorik asked, well aware he didn't have any money on him at the moment. The wizard gave him a figure in pieces of gold. The illusionist frowned, digging into the pockets of his robe, briefly considering the “Barlenni diamond” gambit, where he'd cast an illusion on a rock or lump of coal and pass it off as a valuable gemstone...but ultimately decided against it. These svirfnebli weren't trying to dupe him like the surface potion vendor had; they were actively trying to help him get back home.

“...Are you up for some barter?” he asked, his hand straying to his belt.
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Shandrilla awoke to the sounds of birds.

At first, she kept her eyes closed, just listening – if this was just a dream, she didn't want to do anything that might cause it to end. But then she heard the staccato noise of gnomish snoring and dared to take a quick peek. Javorik was sitting on a wooden chair beside her bed, his head resting on his right hand, with an elbow propped on the armrest. He didn't look the least bit comfortable.

Shandrilla sat up, surprised to see she was wearing a simple cotton shift and not the tattered leather armor she last recalled wearing. Furthermore, looking down at her smooth arms, she saw no signs of the scars inflicted by the little demon-torturers in that horrible pit. She tentatively put a hand to her back, confirming the gash scored across it by the jagged chuul pincher-claw had likewise been healed up. Then, looking around at her surroundings, she recognized the healing temple she and Javorik favored after their various excursions – the clerics here had healed up Javorik and Federico both from the acid scars that weirdo pudding-thing had inflicted on them some months back. There was a window above her bed, through which the birdsong could be heard.

Javorik snored himself awake, sat up, and saw Shandrilla looking over at him. “You're awake!” he noted. “How are you feeling?”

“Better – much, much better,” the young woman replied. “You came for me.” A tear welled up at the corner of her eye and threatened to spill down her cheek.

“Aw, don't start crying, Shanny, or you'll set me off too,” admonished the little gnome, rubbing his own eyes. “Anyway, 'course we did. Do you remember anything after the pit? You were kind of out of it there for awhile.”

“Nothing,” she admitted. “Not until waking up just now.”

“Well, you missed a bit of excitement, that's all. We met up with those 'snirf goblins' of yours – nice fellows, really, although I'm pretty sure one of them was really some sort of doppelganger or something.[17] They helped us get home.”

“I'm surprised you needed the help,” teased Shandrilla. “After all, aren't you Javorik the Bold, Illusionist Extraordinaire, Wielder of the Wand of--”

“Not so much anymore,” Javorik interrupted, shrugging.

He'd miss his wand of lightning, but all in all, it had been a worthwhile trade – it was good to be home.


With their shared shapeshifting capabilities, phasms get on rather well with doppelgangers. Phasms are also often hesitant to show their true forms to members of other races, preferring to remain mysterious and not give any clues about their true natures. For that reason, even those races who deal with phasms on a regular basis know very little about them.

Another reason phasms aren't well known is they first appeared in the 3rd Edition Monster Manual and do not seem to have been officially updated to 4th or 5th Edition, so they haven't seen a whole lot of game play. There's a case to be made that the phasm is just an update to the protein polymorph, a monster first appearing in the AD&D 1st Edition Fiend Folio with similar powers, although protein polymorphs were colony creatures of only average human intelligence, had no telepathic abilities, and could not speak or even master the art of making facial expressions. If the two creatures are in fact related, the phasm represents a much more highly advanced form of the protein polymorph.
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And there we have it. Shandrilla, Javorik, and Federico are now safely back to the surface world after I had abandoned them in the Underdark for literally years. I'm sure they're all glad that's over with!

This makes a good place for their story to stop, as well - I don't imagine Shandrilla's going to be in any hurry to ever go back down to the Underdark, given she's had misgivings about the place there since her first appearance. But who knows? I might pick these characters up for an above-ground "Ecology" or two if the mood strikes and it seems like a good fit.

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