Legendary Resistance (1/Day). If the count fails a saving throw, it can choose to succeed instead.

Night's Eye. The count can see 120 ft. through magical and regular darkness.

Regeneration. The count regains 10 hitpoints at the start of its turn. If it is dealt a critical hit and/ fire or radiant damage, this trait does not work until the count's next turn.

Misty Escape. When he drops to 0 hit points outside his resting place, the count transforms into a cloud of mist (as in the Shapechanger trait) instead of falling [Tooltip Not Found], provided that it isn't in sunlight or running water. If it can't transform, it is destroyed.

While has has 0 hit points in mist form, he can't revert to his ghoulish form, and he must reach his resting place within 2 hours or be destroyed. Once in his resting place, he reverts to his ghoulish form. He is then paralyzed until he regains at least 1 hit point. After spending 1 hour in his resting place with 0 hit points, he regains 1 hit point (unless he has not eaten for a week; see Weaknesses).

Shapechanger. If the count isn't in sunlight or running water, he can use his action to polymorph into a Tiny bat or a Medium cloud of mist, or back into its true form.

While in bat form, the count can't speak, his walking speed is 5 feet, and he has a flying speed of 30 feet. His statistics, other than his size and speed, are unchanged. Anything he is wearing transforms with him, but nothing he is carrying does. He reverts to his true form if he dies.

While in mist form, the count can't take any actions, speak, or manipulate objects. He is weightless, has a flying speed of 20 feet, can hover, and can enter a hostile creature's space and stop there. In addition, if air can pass through a space, the mist can do so without squeezing, and it can’t pass through water. It has advantage on Strength, Dexterity, and Constitution saving throws, and it is immune to all nonmagical damage, except the damage it takes from sunlight.

Turning Immunity. The count cannot be turned. Any of his spawn within 30 feet of it gains advantage on saving throws against turning undead.

Ghoul Lord Weaknesses. The count has the following flaws:

Hunger for Flesh. The count's ability to regain hitpoints is halted if he cannot consume the flesh of humanoids for a day. If he goes without humanoid flesh for three days, his hunger causes him to have disadvantage on Wisdom, Intelligence and Charisma saving throws and his priority will become to consume flesh at any cost or risk.

Soulless Body. The count's body does not reside in his body, but in the Shadowfell. The count cannot regain hitpoints if his body does not reside close to a connection to the Shadowfell. If the count has 0 hitpoints and resides in his resting place, the count will remain unconscious in his resting place until a connection to his soul's resting place is re-established.

Sunlight Hypersensitivity. The count takes 20 radiant damage when he starts his turn in sunlight. While in sunlight, he has disadvantage on attack rolls and ability checks.

Multiattack. The Count makes two melee attacks; one of these attacks can be a Bite attack.

Mace (+1). Melee Weapon Attack: +7 to hit, reach 5 ft., one creature. Hit: 8 (1D6 + 5) magical bludgeoning damage. On a 19 or 20 to hit, the target must roll a Dexterity saving throw of DC 15 or be slammed 10 ft away from the Count and be knocked prone.

Claw. Melee Weapon Attack: +7 to hit, reach 5 ft., one target. Hit: 6 (1d4 + 4) slashing damage. If the target is a creature, it must make a Dexterity saving throw of DC 16 or be grappled.

Bite. Melee Weapon Attack: +6 to hit, reach 5 ft., one willing creature, or a creature that is grappled by the count, incapacitated, or restrained. Hit: 6 (1d4 + 4) piercing damage plus 7 (2d6) necrotic damage. The target's hit point maximum is reduced by an amount equal to the necrotic damage taken, and the count regains hit points equal to that amount. The reduction lasts until the target finishes a long rest. The target dies if this effect reduces its hit point maximum to 0. A humanoid slain in this way and then buried in the ground rises the following night as a [Tooltip Not Found] under the count's control.

Withering Breath (Recharge 5-6). The count exhales cold, blighted mist from his maw in a 15 ft cone. Any non-undead creature within the cone must succeed on a DC 15 Constitution saving throw or be dealt 12 (3d6 + 2) cold damage and become poisoned, or take half as much damage without becoming poisoned on a successful save. The creature can repeat the saving throw at the end of its turns. If successful, the creature is immune to being poisoned by withering breath, but not the damage effect, for 24 hours.

The count can take 3 legendary actions, choosing from the options below. Only one legendary action option can be used at a time and only at the end of another creature's turn. The count regains spent legendary actions at the start of its turn.

Maul. The count makes a Maul attack.

Bite. (Costs 2 Actions): The count makes a Bite attack.

Mirror Walk. If the count is within 10 ft of a Mirror, he disappears into it and becomes un-targetable. He reappears at the start of the Lair turn in within 5 ft of another Mirror. If no Mirror is available, the count is trapped in the Shadowfell, and is defeated. Any creature grappled by the count are left behind where they are.