The Phantom emerged from the Final Keyhole after it was opened by the Princesses of Heart, and went straight to Neverland, where it possessed the Clock Tower. Tinker Belldiscovered it there, and flew back to the Cabin of Captain Hook's ship, where Sora, Donald, Goofy, and Peter Pan find her. She leads them back to the Clock Tower, where they are attacked by Phantom. However, after a violent battle, it is defeated
The Phantom is a powerful Emblem Heartless. Its main ability is inflicting curses. Its signature move known as Doom is when it places a curse on the clock on the clock of the tower, and when the clock strikes twelve, one of the party members instantly dies, and the character can't be revived. However, when Sora defeats the Phantom the party members come back. It also has razor sharp claws, and can generate dark fireballs. The curse can be temporarily nullified if Sora uses a Stop spell on the Clock Tower. The Phantom also has four orbs that it carries, but it can only carry one at a time. All four orbs grant the Phantom enhanced durability, but each one has a certain weakness which makes it vulnerable; the Red Orb is weak against Fire magic, the Blue Orb is weak against Blizzard magic, the Yellow Orb is weak against Thunder magic, and the White Orb is weak against physical attacks.