The second phase starts when the boss reaches 65% health and he will begin the phase by flying into the air. This is followed by a massive group of whelps spawned from nearby eggs. These whelps will need to be AoE'd down. These whelps serves as the major brickwall priests face in this encounter, and being able to successfully defeat these whelps is a huge step forward to defeat the boss. That is not all however, as a second pack of whelps will spawn a minute later and they will too need to be AoE'd down. Aside from these whelps, an Onyxian Lair Guard will also spawn once every 30 seconds during phase 2. These hit rather hard so they need to be killed before they come within melee range. Fortunately they don't have too much health and can be burned down rather quickly. The whelps and the lair guards will continue to spawn until Onyxia reaches 40% health. From personal experience, at 390 ilvl, a priest can at most handle 2 packs of whelps and 3 Onyxian Lair Guards, hence the boss must be pushed into phase 3 as quickly as possible.