Beholders

[bhu]

Monster List
Astereater (Page 6)
Awakened Death Tyrant (Page 7)
Beholder Biclops (Page 1)
Beholder Cyclops Calxos (Page 1)
Beholder Cyclops Carnivex (Page 1)
Beholder Cyclops Eradicos (Page 1)
Beholder Cyclops Hypnos (Page 1)
Beholder Cyclops Magos (Page 1)
Beholder Cyclops Necros (Page 1)
Beholder Cyclops Phobos (Page 1)
Beholder Cyclops Somnos (Page 1)
Beholder Cyclops Stoners (Page 1)
Beholder Cyclops Tardos (Page 1)
Beholder Folk (Page 1)
Beholder, Goo (Page 4)
Beholder Mutate (Page 1)
Beholder Pirate (Page 2)
Bloodkiss (Page 7)
Bystander (Page 7)
Death Emperor (Page 7)
Dire Beholder  (Page 1)
Eternal Tyrant (Page )
Eternal Tyrant Shell (Page 7)
Evolved Doomsphere (Page 7)
Eyeball Swarm (Page 2)
Examiner (Page 6)
Eye of Chaos (Page 7)
Eye of Death (Page 7)
Eye of Despair (Page 7)
Eye of Flame (Page 7)
Eye of Frost (Page 7)
Eye of Shadow (Page 7)
Fractal Beolder (Page 1)
Faux Beholder (Page 1)
Gauth Mob (Page 2)
Gorbel (Page 6)
Inverted Beholder (Page 4)
Kasharin (Page 6)
Lensman (Page 6)
Oberver (Page 7)
Orbus (Page 6)
Pseudonatural Beholder (Page 7)
The Speaker (Page 1)
Voidsphere (Page 7)
The Voyeur (Page 1)
Watcher (Page 6)
Yellow Beholder (Page 1)

Prestige Classes
Elder Orb (Page 6)

[bhu]

The Voyeur
Medium Aberration
Hit Dice: 4d8 +8 ( 26 hp)
Initiative: +5
Speed: 5 ft. (1 square), fly 30 ft. (good)
Armor Class: 16 ( +1 Dex, +5 Natural) touch 11, flat-footed 15
Base Attack/Grapple: +3/+3
Attack: Bite +3 melee ( 1d6) or Eye Rays +4 ranged touch attack
Full Attack: Bite +3 melee ( 1d6) or Eye Rays +4 ranged touch attack
Space/Reach: 5 ft./5 ft.
Special Attacks: Eye Rays
Special Qualities: All-Around Vision, flight, Darkvision 60 ft., Revealing Gaze, Retractable Eyes
Saves: Fort +3, Ref +2, Will +6
Abilities: Str 10, Dex 13, Con 14, Int 12, Wis 14, Cha 12
Skills: Bluff +4, Hide +11, Knowledge (Local)+4, Knowledge (any 2 other) +4, Listen +4, Move Silently +5, Search +7, Spot +9
Feats: Alertness, Improved Initiative
Environment: Any
Organization: Solitary or Pair
Challenge Rating: 3
Treasure: Standard
Alignment: Usually Neutral
Advancement: 5-8 HD (Medium)
Level Adjustment: ----


"Before you floats a sphere so black it almost fades into the shadows behind it. You barely make out a mouth with needle like fangs, and a great staring eye before it flees into the distance.  The fact that it's a horrifying monster that could have attacked isn't as disturbing to you as the realization that it's spent the last several moments watching you poop."

The Voyeur is a mutated Beholder-kin raised in the city of Koziol by the Eye Tyrants as personal spies. The Beholders find them to be something of a double edged sword as they seem to get into everyone's business, set up shop as independent information brokers, let slip embarrassing personal information at the worst times, etc. Some even become bartenders. If their abilities didn't make them so useful the Eye Tyrants would probably squash them all like bugs. Plus their alignment makes them an embarrassment to the Beholder race in general. Voyeurs are about 4' in diameter, and weigh about 185 pounds. They speak Beholder and Common.

Eye Rays (Su): The Voyeur has 3 eyes on retractable stalks that it can use to fire rays up to 100 ft. The rays resemble spells cast by an 6th level caster and have a Save DC of 13 (Save DC is Charisma Based). The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The 3 rays include:

Paralysis: The target must succeed on a Fortitude Save or be paralyzed for 1d4+1 rounds.

Charm Person : The target must succeed on a Will saving throw or be affected as though by the spell of the same name.

Telekinesis: The target may be moved about as per the spell of the same name if it is no more than 200 pounds.

All-Around Vision (Ex): The Voyeurs eyes give it a +4 racial bonus on Spot and Search checks, and they cannot be flanked.

Flight (Ex): A Voyeurs body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Revealing Gaze (Su): The Voyeurs central eye casts a beam in a 60 ft. cone. The Voyeur is considered to have True Seeing (caster level 11th) permanently in effect in this cone as per the spell. Also, it may render any non-living matter in the cones area of effect invisible to itself, effectively allowing the voyeur to peer through walls. Other beings do not get the benefit of this effect, only the voyeur.

Retractable Eyes (Ex): All of the Voyeur's eyes, other than the central eye, are on retractable 5 foot stalks. This means the Voyeur can angle the eye rays to fire in any direction it wants, and can even hide in complete concealment and snipe at opponents in range. It may fire all 3 rays at one opponent if it wishes.

Skills: Voyeurs have a +8 Racial bonus on Hide checks as they can manipulate the color of their skin to some small effect.

Combat: For the most part Voyeurs are utter cowards. Most will take a shot or two with their Paralysis eye from behind cover, and flee if the opponent resists its effects. Beholders often use them as guards, putting a pair behind a door or wall that guards something important. If something approaches on the other side they'll see it due to their Revealing Gaze, and alert their masters. Sometimes a Beholder guards with them, and the Voyeurs use their advance info to coordinate an ambush for whatever is coming through the door. In effect, since the Voyeurs will know what’s going on, and the invaders behind the door don’t, the Voyeur and its other Beholder companions get one surprise round to attack with their eyes as the party (or whatever) bursts in blindly. If they have a Beholder with them they will try to hide and snipe with their  Paralysis eye ray to help set up opponents for their master. The Charm eye is usually to charm guards into letting them pass, or similar functions.



Voyeur
"Remember to let me do the talking.  Beholders can be...delicate."

Weirdoes
"Is that you're way of reminding me they can be racist bastards?"

"Indeed."

"I'm tellin'!"

Blackmail Experts

"What the hell are you?"

"That's a Voyeur beholder-kin.  We must finally be near Koziol."

"Your secrets kept for only tree fiddy!"

"The Beholders xenophobia is well known by every other race."

"And every other races disapproval of it is also well known."

"Just tryin' to make a living!"

"We have an opening for a palantir-man.."

[bhu]

The Speaker
Large Aberration
Hit Dice: 13d8+65 (123 hp)
Initiative: +6
Speed: 5 ft. (1 square), fly 20 ft. (good)
Armor Class: 26 (-1 Size, +2 Dex, +15 Natural), touch 11, flat-footed
24
Base Attack/Grapple: +9/+13
Attack: 12 Eye Rays +10 Ranged Touch and Bite +8 melee (2d4)
Full Attack: 12 Eye Rays +10 Ranged Touch and Bite +8 melee (2d4)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Fascination
Special Qualities: All-Around Vision, Darkvision 60 ft., Flight
Saves: Fort +9, Ref +6, Will +12
Abilities: Str 10, Dex 14, Con 20, Int 14, Wis 15, Cha 18
Skills: Bluff +16, Diplomacy +14, Intimidate +16, Knowledge (Religion) +13, Listen +9, Search +11, Sense Motive +12, Spot +11, Survival +4 (+6 when following tracks)
Feats: Ability Focus (Fascination), Flyby Attack, Improved Initiative, Iron Will, Persuasive
Environment: Any
Organization: Solitary, pair, or coven (3-6)
Challenge Rating: 13
Treasure: Double Standard
Alignment: Any (see text)
Advancement: 14-16 (Large), 17-35 HD (Huge)
Level Adjustment: ---

"Floating before you in the road is the strangest Beholder you have ever seen. Dozens of eyestalks droop from its head wreathed with flowers looking like some obscene parody of a head full of hair. Instead of a fanged maw is a more human like mouth with full plump lips, and a vacant smile. It appears to be selling flowers and trinkets.  The hippies have adopted the Beholders now apparently."

Speakers are brought to you by the same foolish Beholders who created the Voyeurs. They were originally created to serve as spokesmen for the Beholder Cults. The idea was that their Fascination abilities would be put to the use of converting new people into the cults, and acting as ambassadors to the humanoid countries. Unfortunately there was a problem. Born absolute Neutral, the Speakers stayed Neutral until exposed to a Deity or idea that sparked their imagination. At which point their Alignment becomes that of the Deity whose cause they convert too, and they campaign tirelessly in his name. Being Beholders however, they tend to be somewhat...pushy in their campaigning.  An example:

"Would you like to donate money to the Church of Pelor?  It will go to help needy orphans?"

"I..uh...donated yesterday...."

"Would you like to bribe the Church of Pelor to not light you up with Eye Rays?  It'll go to help needy orphans?"

"Uh....well when you put it that way..."


 Speakers are about 9 or 10 feet wide and have many more eyestalks than the average Beholder. They speak Beholder and Common.

Eye Rays (Su): Each of a Speakers Eye Rays resembles a spell cast by a 15th level Caster. Each Eye Ray has a Range of 150 ft., and a Save DC of 20. Save is Charisma Based. The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The Rays include (it has 6 of each ray):

Charm Monster: The target must make a Will Save or be affected as though by the spell.

Inflict Moderate Wounds: This works like the spell causing 2d8+10 points of damage (Will Save for half damage).

While the Speaker has dozens of eyestalks it can effectively only manage to coordinate well enough to use 4 eye rays in each 90 degree arc (up, forward, backward, left, right, or down). It may use one type of eye ray for all 4 attacks or divide attacks between Charm and Inflict as it sees fit in each arc.

Fascination (Su): The Speakers Central Eye continually produces a 150 ft. cone that may fascinate anyone in its area. This effect is identical to to the spell Hypnotism, except the area of effect is the cone, and there is no Hit Die limit. Save to avoid this effect is Willpower DC 22 (Save is Charisma Based).

All-Around Vision (Ex): The Speakers eyes give it a +4 racial bonus on Spot and Search checks, and they cannot be flanked.

Flight (Ex): A Speakers body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: Speakers generally try to use their Fascination ability first to its maximum advantage, usually to convince people to donate money to the cause or convert weak willed passers by. If angered or attacked it relies on its Charm Monster ability to get out of trouble, and the Inflict Wounds eyes if that fails. Most will flee if combat turns against them.  However most will belong to a religion or cult of some kind, and will likely have plenty of backup nearby.



Speaker
"Oh Hells, it's a Speaker.  Keep moving, and don't look it in the eyes."

Evangelical Minions
"Is that possible?"

"Indeed."

"BROTHERS!  HAVE YOU HEARD THE WORD?"

Scarier Than Some Other Beholders

"We have not."

"Didn't I say not to engage?"

"BUT EVERYONE SHOULD HEAR THE WORD!"

"Here's 5 gold, sod off."

"And you were worried I'd insult the locals..."

"DEATH TO THOSE WHO OPPOSE THE WORD!"

"Here we go...."

[bhu]

Yellow Beholder
Large Aberration
Hit Dice: 10d8+40 (85 hp, 105 while raging)
Initiative: +6
Speed: 5 ft. (1 square), fly 20 ft. (good)
Armor Class: 26 (-1 Size, +2 Dex, +15 Deflection), touch 26, flat-footed 24
Armor Class: (While raging) 24 (-1 Size, -2 Rage, +2 Dex, +15 Deflection), touch 24,
flat-footed 22
Base Attack/Grapple: +7/+13 (+15 during Rage)
Attack: Bite +8 melee (2d6+3), during rage Bite +10 melee (2d6+6)
Full Attack: Bite +8 melee (2d6+3), during rage Bite +10 melee (2d6+6)
Space/Reach: 10 ft./5 ft.
Special Attacks: Ghost Touch, Fruit Rage
Special Qualities: Flight, Dark Vision 60 ft.
Saves: Fort +7 (+9 during Fruit Rage), Ref +5, Will +9 (+11 during Fruit Rage)
Abilities: Str 14 (18), Dex 14, Con 18 (22), Int 8, Wis 15, Cha 10
Skills: Hide +4, Intimidate +3, Listen +3, Move Silently +4, Spot +3
Feats: Dodge, Improved Initiative, Improved Natural Attack (Bite), Mobility
Environment: Any
Organization: Solitary
Challenge Rating: 5
Treasure: Standard
Alignment: Neutral
Advancement: 11-15 HD (Large), 16-30 HD (Huge)
Level Adjustment: ---

"Floating in front of you is a large yellow sphere with black pupil less eyes and a huge mouth. It seems to be eating a ghost if thats possible.....Man, you've really gotta stop sampling the local mushrooms..."

Yellow Beholders were created from lesser Beholderkin to exterminate the nasty problem of Beholder Ghosts. Since Beholders tend to assassinate one another with some frequency, they tend to have a high portion of their race returning from the dead with unfinished business. Unfortunately the Yellow Beholder isn't very bright. It tends to attack anything incorporeal and it also devastates fruit crops sometimes used to feed servant races. Most Beholders kill them on sight. Farmers and Undead aren't very fond of them either. Yellow Beholders speak Beholder.  They are roughly 10 ft. in diameter and usually weigh as much as a large buffalo.

Ghost Touch (Ex): Yellow Beholders can touch (and be touched by) Incorporeal creatures. Each still uses its deflection AC bonus against the other, but they are both solid for purposes of fighting each other. Incorporeal creatures are the Yellow Beholders main food source. It also likes fruit which causes some problems....

Fruit Rage (Ex): Most forms of fruit are highly toxic to Yellow Beholders, as well as incredibly addictive.  If a Yellow Beholder eats fruit it must make a Fortitude Save (DC 20) or fly into a destructive Rage. This Rage is identical to the Barbarian Rage ability (including duration), and also increases the Yellow Beholders Flight Speed to 30. Stats in parentheses are for while raging.  While raging, Yellow Beholders will attack about anything. (Fruit is effectively a poison, Ingested, Fort Save DC 20, Initial and Secondary damage Rage).

Flight (Ex): A Beholders body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: Yellow Beholders tend to ignore anything that doesn't attack them first except fruit trees and incorporeal beings which it immediately attacks and begins biting until one of them is eaten or dead.  Usually the fruit trees don't fight back but there have been exceptions.



Yellow Beholder
"Looks like we have a standoff."

"Maybe you should all leave before I continue a long Gnome tradition, and open this bag."

DON'T Feed Them Fruit
"I hate this assignment."

"Well Stu?  What's it gonna be?."

Not Ghost Friendly
"What's that noise?"

*herd of Yellow Beholders thunders over the hill*

"Oh crap.  The fruit eaters."

"You can't kill me!  I'm an innocent Bystander!  Let's make a deal!"

"We should run now, and let both parties take care of each other."

[bhu]

Beholder Cyclops, Magos
Large Aberration
Hit Dice: 16d8+64 (136 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 20 ft. (good)
Armor Class: 26 (-1 Size, +2 Dex, +15 Natural), touch 11, flat-footed 24
Base Attack/Grapple: +12/+17
Attack: Bite +12 melee (2d6+1)
Full Attack: Bite +12 melee (2d6+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Antimagic Beam
Special Qualities: Antimagic Field, Dark Vision 60 ft., Flight
Saves: Fort +11, Ref +7, Will +14
Abilities: Str 12, Dex 14, Con 18, Int 3, Wis 15, Cha 15
Skills: Listen +9, Search +5, Spot +9
Feats: Ability Focus (Antimagic Beam), Alertness, Dodge, Great Fortitude, Improved Initiative, Iron Will
Environment: Underdark
Organization: Solitary
Challenge Rating: 12
Treasure: None
Alignment: Chaotic Evil
Advancement: 17-30 HD (Huge)
Level Adjustment: ---


"Before you floats what could be a Beholder, glowing with power in the darkness. But it has only the one eye, and it seems alive with energy. You can feel it in the air around it, like an itch in your bones. Its one great eye seems devoid of life or intelligence."

10 minutes later:

"YOU ATE MY VORPAL SWORD!!!!! AAAARGH!!!! YOU (beep)!!!! Do you know how many innocent goblins, hobgoblins, kobolds, et al I had to kill to make the money to acquire one of those?"

"Thog just poor uneducated Beholderkin, but somehow Thog think it unfair he is one being called (beep) here..."

"Wait..doesn't the text below say you can no longer speak or understand languages?"

The Magos are the first of the Beholder Cyclopes, and the worst of the bunch. Originally the Magos was an experiment by the Beholder community to increase the antimagic power of their central eye. It worked too well. The result was insane. An eating machine incapable of reason and little more than an animal. Worse it preyed upon other Beholders whose eye rays were useless against it. The attempts to exterminate them drove them underground. Magos no longer speak or understand languages, and are slightly larger than the average Beholder.

Antimagic Field (Ex): The Magos' central eye radiates an Antimagic Field identical to the spell of the same name. The effect permanently surrounds it out to 10 ft.

Antimagic Beam (Su): Once every 1d4 rounds the Magos may reduce its Antimagic Field into a tight beam that it fires from its Central Eye. This is a Ranged Touch attack with a range increment of 120 feet and +13 to hit. If it strikes an opponent he is affected as if he had had the spell Mordenkainen's Disjunction cast upon him. Caster level is 18, Will power Save DC is 22 (Save is Charisma based). The round this ray is fired the Magos' Antimagic Field is down, so it only uses it at a distance.

Flight (Ex): A Magos' body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: A Magos will open up with it's Antimagic Beam (if it's at range), and then charge.  They're too feral to think of tactics much beyond this.



Beholder Cyclops, Magos
"Yes, I'm Lolthdrics.  How can I help you?."

"We're a documentary crew looking to show off the local flora and fauna."

Feral Experiments
"We were told you could help."

"We have a local zoo of sorts.  Follow me."

Your Players will Hate You
"So what .... Sweet Jebus, what the hell is that?"

"That's an old experiment.  He's a Beholderkin that had all his power in his central eye.  It went bad.  He's little more than a beast now."

"Why did you blind him?"

"His eye is too powerful.  It was too dangerous to let him keep it."

"RAAAAWWR!"

"We uh...we should move along."

[bhu]

Beholder Cyclops, Carnivex
Large Aberration
Hit Dice: 16d8+64 (136 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 20 ft. (good)
Armor Class: 26 (-1 Size, +2 Dex, +15 Natural), touch 11, flat-footed 24
Base Attack/Grapple: +12/+17
Attack: Bite +12 melee (2d4+1)
Full Attack: Bite +12 melee (2d4+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Flesh Whacking Gaze
Special Qualities: Dark Vision 60 ft., Flight
Saves: Fort +11, Ref +7, Will +14
Abilities: Str 12, Dex 14, Con 18, Int 3, Wis 15, Cha 15
Skills: Listen +9, Search +5, Spot +9
Feats: Ability Focus (Flesh-Whacking Gaze), Alertness, Dodge, Great Fortitude, Iron Will, Improved Initiative
Environment: Underdark
Organization: Solitary
Challenge Rating: 11
Treasure: None
Alignment: Chaotic Evil
Advancement: 17-30 HD (Huge)
Level Adjustment: ---

"Before you is what seems to be a beholder missing all but its great central eye. The beam from that eye seems to flense the flesh from the bones of your fellow soldiers. It's not quite as disturbing as the hysterical high-pitched giggling it constantly seems to emit, but it's close enough."

The Carnivex is the second attempt at creating a cyclops with a more powerful eye beam. This time the central eye has assumed and greatly amplified the power of the eye that formerly cast Inflict Moderate Wounds. Unfortunately this meant that the new beholders gaze ripped the flesh off anything it could see. It made it difficult to keep them about, and once again the attempt was made to scrap the project and kill off the results. The Carnivex understands Beholder and Common, but most are incapable of speech or really complex thought processes. 

Flight (Ex): A Carnivexes body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Flesh Whacking Gaze (Su): The Carnivexes central eye constantly generates a beam of negative energy in a 150 ft. cone. Anything caught in the cone is subject to the effects of a Harm spell as cast by a 18th level caster. Willpower Save DC is 22 and is Charisma based.

Combat:  The processes that have created the Carnivex has left it in constant pain.  It rarely thinks, it simply charges and bites, assuming there's anything there to bite when it arrives.



Beholder Cyclops, Carnivex
"The next experiment didn't turn out much better."

"You'll recall we asked for flora and fauna right?"

Good For Skeletonizing Foes
"This is not an animal."

"He's not far off."

Never  Stops Giggling
"Is the entire 'zoo' failed experiments?"

"No, not all of it.  Some of it's just plain, ordinary abominations."

"At least you didn't blind this one."

"His eye is occasionally useful."

"tee hee!"

"I hate it when he does that..."

[bhu]

Beholder Cyclops, Hypnos
Large Aberration
Hit Dice: 16d8+64 (136 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 20 ft. (good)
Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 21
Base Attack/Grapple: +12/+17
Attack: Bite +12 melee (2d4+1)
Full Attack: Bite +12 melee (2d4+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Will Crushing Gaze
Special Qualities: Dark Vision 60 ft., Flight
Saves: Fort +11, Ref +7, Will +14
Abilities: Str 12, Dex 14, Con 18, Int 18, Wis 15, Cha 15
Skills: Hide +17, Knowledge (Local) +23, Listen +21, Move Silently +6, Search +23, Spot +23, Survival +23
Feats: Ability Focus (Will Crushing Gaze), Alertness, Dodge, Great Fortitude, Improved Initiative, Iron Will
Environment: Underdark
Organization: Solitary
Challenge Rating: 10
Treasure: None
Alignment: Chaotic Evil
Advancement: 17-30 HD (Huge)
Level Adjustment: ---

"YOU WILL OBEY THE HYPNOBAWL!!"

"Thats it.  Thats the absolute best battle cry you can think of?"

"Hey, screw you guys!"

Eventually it was inevitable the rituals for creating the Beholder Cyclops' would resurface somewhere, and they did.  Unfortunately in the hands of a lunatic halfling Wizard with a Napoleon complex who believed he was the obvious choice for Ruler of the Known World.  Slackbutt the mage knew he had to convince the rest of the world he was their chosen leader, and when he found the means to create Beholder Cyclops, the Hypnos was the result.  Concentrating on developing the power of the Charm eyes, he created the ultimate hypnotic weapon.  A weapon that had a mind of it's own.  Unlike the other Cyclops, the Hypnos was fairly intelligent, and couldn't be bullied.  Slackbutt ended up fleeing town, and the Beholder nations were required to put down the uprising caused by the new Beholderkin.  Hypnos appear to be regular Beholders, but without eyestalks.  They can speak Beholder and Common.

Will Crushing Gaze (Su): Anything entering the 150 foot cone projected by the Hypnos' central eye must make a DC 22 Willpower Save or be subjected to the Charm Monster spell (Caster Level is equal to the Hypnos' Hit Dice).  If it remains within the Cone for 3 rounds after failing the Save, it must make another Save or it is subject to Dominate Monster instead. 

Flight (Ex): A Hypnos' body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: Hypnos rely on the power of their eye and will always try to charm their opponents into remaining in the effect of their eye until they can dominate them serving them, fleeing if they cannot. 



Beholder Cyclops, Hypnos
"Aw crap, SECURITY!"

"The forcewall cage appears empty."

Born Crazy
"How bad is this?"

"It's bad.  Let's hope we all have strong minds."

Look Into My Eye
"Strong minds?"

"The Hypnos is a mind controller."

"Because of course it is..."

"It's also incurably insane."

"Typical."

"Dammit, where is security?"

[bhu]

Beholder Cyclops, Phobos
Large Aberration
Hit Dice: 16d8+64 (136 hp)
Initiative: +2
Speed: 5 ft. (1 square), Fly 20 ft. (good)
Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 21
Base Attack/Grapple: +12/+17
Attack: Bite +12 melee (2d4+1)
Full Attack: Bite +12 melee (2d4+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye of Terror
Special Qualities: Dark Vision 60 ft., Flight
Saves: Fort +9, Ref +7, Will +12
Abilities: Str 12, Dex 14, Con 18, Int 18, Wis 15, Cha 15
Skills: Intimidate +21, Knowledge (Dungeoneering) +23, Listen +21, Search +23, Spot +23, Survival +23
Feats: Ability Focus (Eye of Terror), Dodge, Flyby Attack, Hover,Improved Flyby Attack, Mobility
Environment: Underdark
Organization: Solitary
Challenge Rating: 10
Treasure: None
Alignment: Chaotic Evil
Advancement: 17-30 HD (Huge)
Level Adjustment: ---

"So I hear Bob's been screaming non stop and running in circles the last hour since he ran out of that underground cave."

"Yup.  Apparently anything round just freaks him out."

"Bad idea, him running towards that pumpkin patch then."

The Phobos were designed as terror weapons after someone poached Slackbutt's notes in the confusion caused by the melee when the Hypnos took over the local area.  A somewhat more stable (but thoroughly evil) wizard named Belfast decided to work on creating something to scare people off from his citadel.  He wanted to then work on creating other Beholderkin bio weapons, but died from heart failure before getting the chance.  Confused and with nothing to really do, the newly minted Phobos escaped and ran riot through the countryside.  The Beholder nations put many of them down, but some escaped and now haunt the lonely places of the world.

Eye of Terror (Su): The Phobos' central eye generates an effect similar to a permanent Symbol of Fear (caster level is equal to Hit Dice), except there is no hit point limit.  If the Willpower Save is failed by 5 or more or the victim rolls a natural 1 (DC 22, Save DC is Charisma based), it suffers cardiac arrest taking 2d6 hit point damage (Damage Reduction doesn't apply), and 1d6 temporary Constitution damage.  The hit point damage is regained at the rate of 1 point per day unless healed magically (Fast Healing doesn't work, but Regeneration does).  If this damage puts the victim into negative hit points, it must make a Fortitude Save (also DC 22) or die.

Flight (Ex): A Phobos' body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: Phobos are surprisingly not so aggressive unless they're hungry.  They tend to frighten others, and then disappear.  If hungry they'll keep chasing their victims till they run off a cliff or suffer a heart attack.



Beholder Cyclops, Phobos
"Dammit, it's let the Phobos loose too."

"Let me guess.  Eye causes fear?"

A Little Too Scary
"How many more of these are there?"

"Too many."

Not As Mean As They Look
"There always is..."

"The Phobos can literally scare you to death, so be careful."

"What does it look like?"

"A one eyed beholderkin."

"Well thank you for that...

[bhu]

Beholder Cyclops, Necros
Large Undead
Hit Dice: 16d12 (104 hp)
Initiative: +2
Speed: 5 ft. (1 square), Fly 20 ft. (good)
Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 21
Base Attack/Grapple: +8/+13
Attack: Bite +8 melee (2d4+1)
Full Attack: Bite +8 melee (2d4+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye of Death
Special Qualities: Dark Vision 60 ft., Flight, Undead Traits
Saves: Fort +5, Ref +7, Will +12
Abilities: Str 12, Dex 14, Con -, Int 18, Wis 15, Cha 15
Skills: Intimidate +21, Knowledge (Arcane, Dungeoneering, Religion) +23, Listen +21, Search +23, Spot +21, Survival +21
Feats: Ability Focus (Eye of Death), Improved Turn Resistance, Lifesense, Necromantic Might, Necromantic Presence, Positive Energy Resistance *
Environment: Underdark
Organization: Solitary, plus 4 Wraiths
Challenge Rating: 11
Treasure: None
Alignment: Chaotic Evil
Advancement: 17-30 HD (Huge)
Level Adjustment: ---

* Feats not from the MM are from Libris Mortis

"Burt...I think that big eyeball is dead Burt.  We don't really gotta go near it do we?"

After his death, Belfast's belongings were auctioned off on the "insane megalomaniacal wizard" market, and a young necromancer named Blort got his notes on the Phobos.  Blort wasn't exceptionally wise.  Book smart yes, but not very wise.  He decided on making a cyclops with a Death Ray eye so he could slay the locals and raise them all as servants.  Unfortunately his experiments kept dying.  So he decided to experiment with raising them as a unique form of Undead before using the Cyclops procedure.  It was a lot more successful, but his new lab rats weren't too keen on their new condition, or on him.  Blort was the first of their new servants.  The Beholder Nations responded quickly as usual and razed the local area to the ground.  Blorts notes were gone, they'd killed most of the Necros, and Blort himself was now an undead monster with no hope of making more of his absurd creations.  Unfortunately for the Beholders, evil cultist worshipers of some gibbering demon thing Resurrected Blort, and they now hold his secrets after torturing them out of him (and then promptly killing him again).

Eye of Death(Su): Once every 1d4 rounds the Necros can fire a blast of Necromantic energy from it's eye.  This takes the form of a 150 ft. Cone, and everything in it is subjected to a Finger of Death spell (DC 22 Willpower Save, Caster Level is equal to Hit Dice). 

Spawn Servants (Su): Anything killed by the Eye of Death effect rises as a Wraith the next day under the Necros' control.  They serve until it 1s destroyed.

Flight (Ex): A Necros' body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: Necros rely upon their Eye of Death.  If opponents seem immune to it and ambush by the Necros' undead servants, it will flee.



Beholder Cyclops, Necros
"Oh, thank Mawm.  The Necros is still here."

"Is that thing dead?"

Zombie Factories
"You raise your own kind as undead?"

"Don't you judge us, Humanoids are the prime creators of undead."

Typical Undead Overlords
"Why are there zombies in there?"

"Activists tried a misguided attempt to free him.  They fell victim to his eye."

"Hi!  I'm Bobholder, Zoo Security Response Team.  How can I help you?"

"WHERE THE (BEEP) HAVE YOU BEEN?"

[bhu]

Beholder Cyclops, Somnos
Large Undead
Hit Dice: 16d12 (104 hp)
Initiative: +4
Speed: 5 ft. (1 square), Fly 20 ft. (good)
Armor Class: 22 (-1 Size, +1 Dex, +12 Natural), touch 10, flat-footed 20
Base Attack/Grapple: +8/+13
Attack: Bite +8 melee (2d4+1)
Full Attack: Bite +8 melee (2d4+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye of Sleep
Special Qualities: Dark Vision 60 ft., Flight, Undead Traits
Saves: Fort +5, Ref +6, Will +12
Abilities: Str 12, Dex 12, Con -, Int 15, Wis 15, Cha 15
Skills: Knowledge (Arcane) +21, Listen +21, Move Silently +20, Search +21, Spot +21, Survival +21
Feats: Ability Focus (Eye of Sleep), Dodge, Fly-By Attack, Hover, Improved Flyby Attack, Mobility
Environment: Underdark
Organization: Solitary
Challenge Rating: 11
Treasure: None
Alignment: Chaotic Neutral
Advancement: 17-30 HD (Huge)
Level Adjustment: ---

"Burt...is that Beholder asleep?  I think we can take it Burt.  Burt?"

The Sons of the Sleeping Spider had a problem.  Honesty.  They tended to introduce themselves in ways that weren't conductive to business as usual for a demonic cult ("Hi.  Were from the Sons of the Sleeping Spider on fourth street.  We're here to steal your money and violate your rights. And maybe kill your pets cause it's just so wrong.").  Finding out about Blort, and torturing his secrets out of him was a windfall for the cult and they quickly set to work on making a Beholder Cyclops of their own.  Of all the possibilities they could have tried they went for the Sleep Eye, because it seemed thematically appropriate.  And because they were doofuses.  The inevitable Beholder community reaction was swift, and they stole all the cults notes themselves this time, finally (yeah, right) ensuring that there would be no more Beholder Cyclops'.

Eye of Sleep(Su): The Somnos' central eye continually radiates the effects of a Symbol of Sleep, except it has no Hit Dice limit (DC 22 Willpower Save, caster level is equal to Hit Dice). Creatures immune to sleep are Dazed for 1 round instead.  The Somnos itself is immune to sleep, and cannot be affected even by other Somnos. 

Flight (Ex): A Somnos' body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: Somnos' usually try to sneak within range so their eye can zap opponents, before biting into one and fleeing before repeating this pattern in an attempt to pick people off slowly.



Beholder Cyclops, Somnos
"I'm here now, so never you mind what I was doing.  Whats the issue?."

"You've had a containment breach."

Is It Sleeping, Or Dead?
"Two prisoners are missing."

"I DO THE TALKING HERE!"

Weird, Even For Undead
"Talk away then"

"WE'VE HAD A MAJOR CONTAINMENT BREACH!  HYPNOS AND PHOBOS ARE MISSING!"

"Isn't that them over there waking up Somnos?"

"(BEEP)!"

[bhu]

Beholder Cyclops, Tardos
Large Aberration
Hit Dice: 16d8+64 (136 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 20 ft. (good)
Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 21
Base Attack/Grapple: +12/+17
Attack: Bite +12 melee (2d6+1)
Full Attack: Bite +12 melee (2d6+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye of Slowness
Special Qualities: Dark Vision 60 ft., Flight
Saves: Fort +11, Ref +7, Will +14
Abilities: Str 12, Dex 14, Con 18, Int 14, Wis 15, Cha 15
Skills: Concentration +6, Hide +10, Knowledge (Local) +16, Listen +15, Search +15, Spot +15, Survival +15
Feats: Ability Focus (Eye of Slowness), Alertness, Dodge, Great Fortitude, Improved Initiative, Iron Will
Environment: Underdark
Organization: Solitary
Challenge Rating: 10
Treasure: None
Alignment: Chaotic Evil
Advancement: 17-30 HD (Huge)
Level Adjustment: ---

"Yoooooouuuuu suuuuuuuuuckkkkk...."

"Betcha won't call me bad names next time huh?"

Despite the Beholder governments best efforts at some point another batch of Cyclops' appeared.  How the government of the small city of Slackjaw got the notes or resources to pull it off is unknown.  But they decided, against all common sense, to make a series of Tardos as debuffing artillery, the idea being to slow down opponents so badly that their own inferior troops could take said opponents out.  But they ended up a laughingstock, and even worse got wiped out by the Beholders.  Doesn't pay to be ambitious.  Tardos speak Common and Beholder.

Eye of Slowness (Su): The Tardos' main eye emits a 150 ft. cone of energy.  Anything in the Cone must make a DC 22 Willpower Save, or be Slowed as per the spell (penalty is doubled though). 

Flight (Ex): A Tardos' body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: The Tardos tends to zap foes with it's eye, then make Flyby attacks wearing them down in a war of attrition.



Beholder Cyclops, Tardos
"We've got no option now.  We have to bribe the Tardos and set it loose."

"So your plan to stop the escaped prisoners is by releasing another prisoner?"

Slow, But Not Slow Witted
"Brilliant."

"YOUR SARCASM IS UNAPPRECIATED JIM!"

Touchy When Disrespected
"People, we've been noticed."

"Oh crap, is that what I think it is?"

"I hereby resign my commission."

"(BEEP)!"

[bhu]

Beholder Cyclops, Calxos
Large Aberration
Hit Dice: 16d8+64 (136 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 20 ft. (good)
Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 21
Base Attack/Grapple: +12/+17
Attack: Bite +12 melee (2d4+1)
Full Attack: Bite +12 melee (2d4+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye of Stone
Special Qualities: Dark Vision 60 ft., Flight
Saves: Fort +11, Ref +7, Will +14
Abilities: Str 12, Dex 14, Con 18, Int 14, Wis 15, Cha 15
Skills: Concentration +6, Hide +10, Knowledge (Local) +16, Listen +15, Search +15, Spot +15, Survival +15
Feats: Ability Focus (Eye of Stone), Alertness, Dodge, Great Fortitude, Improved Initiative, Iron Will
Environment: Underdark
Organization: Solitary, or possibly with servant
Challenge Rating: 11
Treasure: None
Alignment: Chaotic Evil
Advancement: 17-30 HD (Huge)
Level Adjustment: ---

"WHY DOESN'T ANYONE EVER TALK TO ME?!?!?! WHY DO PEOPLE STOP MOVING?!??!?! DAMMIT!!"

Insane, but wealthy, Medusa Wizard Polymnia decided she needed a suitor who "only had eyes for her", after decades of liars and swindlers.  Unable to find one, she made some.  Specifically she made the Calxos Beholder Cyclops.  She had many children with them, and was well on her way to founding a dynasty.  It took the Beholders many decades to wear her and her servants down, but they did finally get her 'removed'.  There are still scattered Calxos about, as well as Half Medusa/Half Beholder children.  Calxos speak Beholder and Common.

Eye of Stone (Su):  The Calxos' central Eye radiates a 150 ft. Cone.  Anything entering this Cone must make a DC 22 Willpower Save or be petrified as though by a Stone to Flesh spell.

Flight (Ex): A Calxos' body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: There are few things the Calxos' central eye can't deal with.  The only time it's really vulnerable is when it's eating because it has to close it's eye to prevent it's food from becoming stone.  This also means it usually has some sort of partner...



Beholder Cyclops, Calxos
"That's a Calxos."

"Let me guess, death by petrification?"

Vulnerable, Despite Their Eye
"Here come the other three escapees..."

"Choices, choices...okay, follow my lead.  ALL HAIL POLYMNIA!"

Voted Most Depressing Origin
"Polymnia?"

"BEHOLD OUR MISTRESSES ENEMIES!"

"ALL HAIL POLYMNIA!"

"Context people.  We're gonna need context."

[bhu]

Beholder Cyclops, Eradicos
Large Aberration
Hit Dice: 16d8+64 (136 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 20 ft. (good)
Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 21
Base Attack/Grapple: +12/+17
Attack: Bite +12 melee (2d6+1)
Full Attack: Bite +12 melee (2d6+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye of Doom
Special Qualities: Dark Vision 60 ft., Flight
Saves: Fort +11, Ref +7, Will +14
Abilities: Str 12, Dex 14, Con 18, Int 14, Wis 15, Cha 15
Skills: Concentration +6, Hide +10, Knowledge (Local) +16, Listen +15, Search +15, Spot +15, Survival +15
Feats: Ability Focus (Eye of Doom), Alertness, Dodge, Great Fortitude, Improved Initiative, Iron Will
Environment: Underdark
Organization: Solitary
Challenge Rating: 12
Treasure: None
Alignment: Chaotic Evil
Advancement: 17-30 HD (Huge)
Level Adjustment: ---

"You just disintegrated a Holy Relic.  A HOLY RELIC!! DO YOU KNOW HOW MUCH IT COSTS FOR THOSE THINGS?!??!"

"Yeah.  Gods pass em out for free.  What the heck are you so peeved about?"

It was inevitable someone would try to make a beholder Cyclops with an empowered Disintegration eye.  Everyone was surprised to see it come last though.  Disfibulor the Mad was a Mage obsessed with the Spheres of Annihilation, and wanted something similar, but more tractable.  Cue the Eradicos.  Making them took a while because initial experiments kept spontaneously self disintegrating.  Which doesn't make for great soldiers.  Upon success his press conference was interrupted by the Beholder Nations :

"We the Beholder Nations will no longer tolerate this perversion of our peoples!! You are all going to die for this!!"

Podium and surrounding area disintegrates

"We the Beholder Nations have decided to stop giving a (beep).  You're on your own kids."

Disfibulor died of cancer 3 days later.  Presumably the Eradicos are still around.  Eradicos speak Beholder and Common.

Eye of Doom (Su):  Once every 1d4 rounds the Eradicos can unleash a 150 foot Line of energy from it's main eye.  Anything within the Area of Effect must make a DC 22 Fortitude Save or be affected as if by a Disintegrate Spell.

Flight (Ex): An Eradicos' body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: Eradicos will blast with their eye, retreat, and blast again when it is recharged.  Few things can take that. 



Beholder Cyclops, Eradicos
"Terribly sorry it took me so long to petrify those three.  Being cooped up has dulled my reflexes.  Can someone help lead me?  If I open my eye, you'll all turn to stone."

"At least it's all over."

Most Feared of the Beholder Cyclops'
"No it isn't."

"Oh hell, that's the Eradicos.  The disintegrator."

Mandatory Kill On Sight
"Polymnia?"

"Buddy we're gonna need that eye again for a minute."

"No worries."

"I'm still gonna want context."

[bhu]

Beholder Cyclops, Stoners
Medium Aberration
Hit Dice: 9d8+18 (58 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 20 ft. (good)
Armor Class: 21 (+2 Dex, +9 Natural), touch 12, flat-footed
19
Base Attack/Grapple: +6/+6
Attack: Bite +8 melee (1d6 plus poison)
Full Attack: 1 Bite +8 melee (1d6 plus poison) and 6 Tentacles +3 melee (1d4 plus poison)
Space/Reach: 5 ft./5 ft.
Special Attacks: Petrifying Gaze, Poison
Special Qualities: Dark Vision 60 ft., Flight
Saves: Fort +5, Ref +5, Will +8
Abilities: Str 10, Dex 14, Con 15, Int 15, Wis 14, Cha 15
Skills: Bluff +8, Diplomacy +10, Hide +8, Intimidate +10, Knowledge (Local) +8, Listen +4, Move Silently +8, Search +8, Spot +10
Feats: Alertness, Fly-By Attack, Improved Initiative, Weapon Finesse
Environment: Underdark or Temperate Marsh
Organization: Solitary or Group (2-4)
Challenge Rating: 8
Treasure: None
Alignment: Usually Neutral Evil
Advancement: 10-18 HD (Large)
Level Adjustment: ---

"Man, I soooo have the munchies right now."

Polymnia and her cult had enough children with her Calxos soldiers that eventually they became a force unto their own.  Not a widespread one to be sure, but enough to hold their own.  Unaccepted by either the Medusa or Beholder species, they did what all sentient beings do when rejected by their peers and society as a whole: they started growing pipeweed.  Despite their limited manipulation abilities they're surprisingly good at it, and make a decent living.  Stoners resemble Beholders about half the normal size with scaly skin, and 6 tentacles with fanged mouths at the end.  They speak Beholder and Common.

Petrifying Gaze (Su): Turn to stone permanently, 30 feet, Fortitude DC 16 negates.  The Save DC is Charisma Based.

Poison (Ex): Injury, Fortitude Save DC 16, initial and secondary damage 1d6 Strength.  The Save DC is Constitution Based.

Flight (Ex): A Stoners body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Magic Resistant (Ex): Stoners have a +4 Racial Bonus against Spells, Spell Like Abilities, and Supernatural Abilities.

Combat: Stoners generally rely on their gaze to settle fights.  If that doesn't work they'll try using Fly-By's to Bite opponents and let the poison settle them.  Or bribe them with pipeweed. 



Beholder Cyclops, Stoners
"Ah yes, context.  Polymnia was a crazy cult leader who had a ... passion for roundness, for lack of a better term.   She not only founded the Calxos by creating them, she and her sisters took them as husbands."

"I think I went to school with her.  Stubborn lass."

Beholders Try Not To Mention Them
"Did you go to school with every crazy wizard?"

"You have my sympathies."

Better Pipeweed Than The Halflings
"I remember her being very focused.  Mostly on achieving motherhood.  Are any of her kids still around?"

"Hey man, you smoke?"

"Funny you should ask."

"I'm kind of sorry I asked about context now..."

[bhu]

Beholder Folk
Medium Aberration
Hit Dice: 9d8+18 (58 hp)
Initiative: +2
Speed: 30 ft. (6 squares)
Armor Class: 21 (+2 Dex, +9 Natural), touch 12, flat-footed
19
Base Attack/Grapple: +6/+6
Attack:  8 Eye Rays +8 Ranged and Bite +1 melee (1d4)
Full Attack: 8 Eye Rays +8 Ranged and Bite +1 melee (1d4)
Space/Reach: 5 ft./5 ft.
Special Attacks: Eye Rays
Special Qualities: Dark Vision 60 ft., All-Around Vision
Saves: Fort +5, Ref +5, Will +8
Abilities: Str 10, Dex 14, Con 15, Int 15, Wis 14, Cha 15
Skills: Bluff +9, Diplomacy +10, Hide +9, Intimidate +4, Knowledge (Local) +9, Listen +10, Search +13, Spot +14
Feats: Ability Focus (Eye Rays), Alertness, Point Blank Shot, Precise Shot
Environment: Urban
Organization: Solitary or Group (2-4)
Challenge Rating: 9
Treasure: None
Alignment: Usually Neutral Evil
Advancement: By Character Class
Level Adjustment: ---

"Whut'll it be pal?"

The Stoners were not Polymnia's only hybrid children..  She also gave birth to what are referred to as  the Beholder Folk (well, by everyone except the Beholders).   They appear as scaly humanoids roughly 6 feet in height, with a round head that resembles a ball.  It has a large fanged mouth and central eye, and appears to be topped by writhing tendrils that resemble hair.  Mixed in with this "hair" are smaller eyestalks.  The Beholder Folk are generally thought of as monsters by Humanoids, and so end up taking jobs that are traditionally frowned upon (lawyer, tax collector, executioner) or ones in which appearance is unimportant (bartender, sous chef, guard).  They speak Beholder and Common.

Eye Rays (Su): Each of the Beholder Folk's 8 prehensile eyestalks can produce a ray once per round as a Free Action.  It can only fire 4 in any 90 degree angle, and the others may fire in other arcs.  Beholder Folk can bend their eyestalks to fire in any direction, in any combination.  Range is 90 feet.  Each ray produces an effect similar to a spell (Caster Level 11th).  Beholder Folk are incredibly mutable, so their eyestalks vary a lot.  Pick any spell of 3rd level or less that specifically targets an individual for each eye's effect.

All-Around Vision (Ex): Beholder Folk gain a +4 Racial Bonus on Search and Spot checks, and can't be flanked.

Combat: Beholder Folk are fairly non-confrontational given their parentage.  Usually they will flee and try to hide, but if cornered their Eye Rays can be devastating.



Beholder Folk
"She has many children left, many of which occupy our jails and government bureaucracies."

"That's an odd combo."

Beholders REALLY Try Not To Mention Them
"How did that come about?"

"They all either grow pipeweed, which is bad for Beholders, or they do the boring, paper pushing crap jobs no one else wants."

Do NOT Corner Them
"Pipeweed is bad for Beholders?"

"It makes 'em giggle man."

"We have a reputation to uphold.  We can't be seen enjoying ourselves."

"I have to see this."

[bhu]

Beholder, Mutate
                      Small Aberration
Hit Dice:             2d8+4 (13 hp)
Initiative:           +3
Speed:                5 ft. (1 square), Fly 20 ft. (Good)
Armor Class:          18 (+1 Size, +3 Dex, +4 Natural), touch 14, flat-footed 14
Base Attack/Grapple:  +1/-5
Attack:               Eye Rays +5 Ranged Touch and 1 Bite -5 melee (1d4-2)
Full Attack:          Eye Rays +5 Ranged Touch and 1 Bite -5 melee (1d4-2)
Space/Reach:          5 ft./5 ft.
Special Attacks:      Eye Rays, Central Eye
Special Qualities:    All-Around Vision, Dark Vision 60 ft., Flight
Saves:                Fort +2, Ref +3, Will +5
Abilities:            Str 6, Dex 16, Con 14, Int 15, Wis 15, Cha 13
Skills:               Hide +7, Knowledge (Arcana) +8, Listen +8, Search +8, Spot +10, Survival +6
Feats:               Alertness
Environment:          Any
Organization:         Solitary, Pair, or Cluster (3-6)
Challenge Rating:     2
Treasure:             Standard
Alignment:            Usually Chaotic Evil
Advancement:          3-4 HD (Small)
Level Adjustment:     ---



Beholder, Mutate
                      Medium Aberration
Hit Dice:             6d8+18 (45 hp)
Initiative:           +6
Speed:                5 ft. (1 square), Fly 20 ft. (Good)
Armor Class:          19 (+2 Dex, +7 Natural), touch 12, flat-footed 17
Base Attack/Grapple:  +4/+3
Attack:               Eye Rays +6 Ranged Touch and 1 Bite -2 melee (1d6-1)
Full Attack:          Eye Rays +6 Ranged Touch and 1 Bite -2 melee (1d6-1)
Space/Reach:          5 ft./5 ft.
Special Attacks:      Eye Rays, Central Eye
Special Qualities:    All-Around Vision, Dark Vision 60 ft., Flight
Saves:                Fort +5, Ref +4, Will +7
Abilities:            Str 8, Dex 14, Con 16, Int 15, Wis 15, Cha 13
Skills:              Hide +8, Knowledge (Arcana) +10, Listen +10, Search +10, Spot +12, Survival +8
Feats:            Alertness, Flyby Attack, Improved Initiative   
Environment:          Any
Organization:         Solitary, Pair, or Cluster (3-6)
Challenge Rating:     6
Treasure:             Standard
Alignment:            Usually Chaotic Evil
Advancement:          7-12 HD (Medium)
Level Adjustment:     ---



Beholder, Mutate
                      Large Aberration
Hit Dice:             12d8+48 (102 hp)
Initiative:           +6
Speed:                5 ft. (1 square), Fly 20 ft. (Good)
Armor Class:          26 (-1 Size, +2 Dex, +15 Natural), touch 11, flat-footed 24
Base Attack/Grapple:  +9/+13
Attack:               Eye Rays +10 Ranged Touch and 1 Bite +3 melee (2d4)
Full Attack:          Eye Rays +10 Ranged Touch and 1 Bite +3 melee (2d4)
Space/Reach:          10 ft./5 ft.
Special Attacks:      Eye Rays, Central Eye
Special Qualities:    All-Around Vision, Dark Vision 60 ft., Flight
Saves:                Fort +10, Ref +6, Will +12
Abilities:            Str 10, Dex 14, Con 18, Int 17, Wis 15, Cha 15
Skills:               Hide +10, Knowledge (Arcana) +18, Listen +17, Search +17, Spot +19, Survival +16
Feats:               Alertness, Flyby Attack, Great Fortitude, Improved Initiative, Iron Will
Environment:          Any
Organization:         Solitary, Pair, or Cluster (3-6)
Challenge Rating:     13
Treasure:             Standard
Alignment:            Usually Chaotic Evil
Advancement:          13-24 HD (Large)
Level Adjustment:     ---



Beholder, Mutate
                      Huge Aberration
Hit Dice:             24d8+120 (228 hp)
Initiative:           +5
Speed:                5 ft. (1 square), Fly 20 ft. (Good)
Armor Class:          31 (-2 Size, +1 Dex, +22 Natural), touch 9, flat-footed 30
Base Attack/Grapple:  +18/+28
Attack:               Eye Rays +17 Ranged Touch and 1 Bite +13 melee (2d6+1)
Full Attack:          Eye Rays +17 Ranged Touch and 1 Bite +13 melee (2d6+1)
Space/Reach:          15 ft./10 ft.
Special Attacks:      Eye Rays, Central Eye
Special Qualities:    All-Around Vision, Dark Vision 60 ft., Flight
Saves:                Fort +15, Ref +9, Will +19
Abilities:            Str 14, Dex 12, Con 20, Int 17, Wis 17, Cha 18
Skills:               Hide +17, Knowledge (Arcana) +30, Listen +29, Search +29, Spot +29, Survival +21
Feats:               Ability Focus (Eye Rays), Alertness, Flyby Attack, Great Fortitude, Hover, Improved Initiative, Iron Will, Narrowed Gaze, Pervasive Gaze (the last 2 Feats are from Savage Species) If it has the Antimagic Eye instead it has Point Blank Shot and Precise Shot
Environment:          Any
Organization:         Solitary, Pair, or Cluster (3-6)
Challenge Rating:     18
Treasure:             Standard
Alignment:            Usually Chaotic Evil
Advancement:          25-48 HD (Huge)
Level Adjustment:     ---



"Don't you judge me!"

Most of the time Beholders are pretty picky and eliminate any of their kind that don't look like themselves.  Considering their mutativeness this means they off a lot of their kids for superficial differences.  In the Jester's Realm though quite a few mutants got free and formed a small society of their own.  They allow and encourage difference.  They also don't get along with 'normal' Beholders so well.  Beholder Mutates speak Beholder or Common.

Central Eye (Su): Each Beholder Mutate has a central Eye that is a Gaze Attack.  Range is 30 feet regardless of size.  Save DC to negate is 12 for Small, 14 for Medium, 18 for Large, and 26 for Huge (Save DC is Charisma Based).  This can duplicate most spell effects of 6th level or less.  Optionally it may have the standard Beholder Antimagic eye.

Eye Rays (Su): Each of a Beholders eyestalks can produce a magical ray once per round as a Free Action.  Each rays effects resemble a spell, but follow the rules for a ray (see Aiming a Spell, PHB page 175).  A Small Beholder has 3 eyestalks, a Medium has 6, a Large has 10, and  a Huge one has 15.  Caster level is equal to (Hit Dice plus 2).  The amount of rays a Beholder can focus in any 90 degree arc varies with size: 2 for Small or Medium, 3 for Large, or 4 for Huge.  The effects of the Rays themselves vary wildly.  A Small Beholder has eye rays equivalent to two 1st level and one 2nd level spells.  A Medium Beholder has eye rays equivalent to one 1st level spell, three 2nd level spells, and one 3rd level spell.  A Large Beholder has eye rays equivalent to two 1st level, one 2nd level, one 3rd level, two 4th level, one 5th level, two 6th level, and one 7th level spell.  A Huge Beholder has eye rays equivalent to four 1st level, two 2nd level, two 3rd level, two 4th level, two 5th level, two 6th level, and one 7th level spells.  These spells must be ones that specifically target an individual.

All-Around Vision (Ex): The Beholders eyes give it a +4 racial bonus on Spot and Search checks, and they cannot be flanked.

Flight (Ex): A Beholders body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: Surprisingly similar to most Beholders, depending on what exact abilities their eye rays give them.

Beholder, Mutate
"He's backing off.  That's a bad sign.  Stay close."

"Jim, it might be time to break out the old cube of force."

Beholders Do Not Consider Them 'True' Beholders
"I uh..I think we're surrounded.  Force cube coming online..."

"Ah.  The mutants.  They've always been good at hiding."

Infinite In Their Variety
"What do they want?"

"They still probably want to kill us all."

"Same reason?"

"Yup."

[bhu]

Faux Beholder
                      Huge Aberration
Hit Dice:             18d8+126 (207 hp)
Initiative:           +1
Speed:                5 ft. (1 square), Fly 20 ft. (Good)
Armor Class:          27 (-2 Size, +1 Dex, +18 Natural), touch 9, flat-footed 26
Base Attack/Grapple:  +13/+31
Attack:               Bite +21 melee (2d6+15 plus Poison)
Full Attack:           Bite +21 melee (2d6+15 plus Poison)
Space/Reach:          15 ft./10 ft.
Special Attacks:      Poison
Special Qualities:    Blindsight 120 ft., Flight, Malleable Body, Magic Resistant
Saves:                Fort +13, Ref +7, Will +13
Abilities:            Str 30, Dex 12, Con 24, Int 4, Wis 15, Cha 15
Skills:            Hide +5, Listen +7, Spot +8, Survival +8   
Feats:                Dodge, Flyby Attack, Hover, Improved Flyby Attack*, Mobility, Multisnatch*, Snatch
Environment:          Temperate Forests
Organization:         Solitary
Challenge Rating:     12
Treasure:             Standard
Alignment:            Usually Neutral Evil
Advancement:          19-24 HD (Huge), 25-36 HD (Gargantuan)
Level Adjustment:     ---

* See Savage Species.

"It looks like it's made outta grey puddin' the way it's skin keeps movin'...

"Even the Beholder seems creeped out."

The Faux Beholder is a huge lump of rubbery grey flesh roughly spherical in shape with a fanged mouth on front, several small tentacles trailing from it's bottom, and large wartlike protrusions on it's surface that can sometimes extend to resemble eyestalks.  It's assumed they may be a mutated species of Beholder devolved into cannibalism given their proclivity in attacking and eating them on the odd chances they encounter one another (and their vague resemblance to one another).  Beholders, of course, swear they are not related.  Faux Beholders do not appear to understand language.

Poison (Ex): The Faux Beholders bite is highly toxic.  Injury, DC 26 Fortitude Save (Save DC is Constitution based), Initial and Secondary Damage is 1d6 Constitution.

Flight (Ex): The Faux Beholder is naturally buoyant, and permanently has a Feather Fall spell in effect on it's person.

Malleable Body (Ex): The cells of a Faux Beholders bodies are constantly in flux and motion.  They are immune to Polymorph and Petrification, and critical hits.

Magic Resistant (Ex): Faux Beholders gain a +4 Racial Bonus on all Saves against Spells, Spell-Like abilities, and Supernatural abilities.

Skills: Faux Beholders get a +8 Racial Bonus to Hide Checks due to some ability to shift the color and texture of their flesh.

Combat: Faux Beholders rely on Flyby Attacks until their venom weakens one opponent enough, at which time it will Snatch it and run off to eat.



Faux Beholder
"We call this pulsating blob of joy the Faux Beholder.  It tries to mimic us to get close enough to eat us.  Tries being the operative word.."

"RAWR!"

Eerily Motile
"Parts of it seem to be moving of their own accord."

"Yeah, they're pretty twitchy."

Not Quite As Mindless As They Appear
"How do they prey on Beholders?"

"They're highly magic resistant, and very poisonous to boot."

"They have no eyes though."

"Yeah, we still haven't figured out how they see us."

"Where do they come from?"

"No idea.  We've studied this one for decades, and as best we can tell it's not a fungus, not a plant, and not an ooze."

[bhu]

Beholder, Biclops
                      Large Aberration (Psionic)
Hit Dice:             11d8+44  (93 hp)
Initiative:           +2
Speed:                5 ft. (1 squares), Fly 20 ft. (Good)
Armor Class:          26 (-1 Size, +2 Dex, +15 Natural), touch 11, flat-footed 24
Base Attack/Grapple:  +8/+12
Attack:               Bite +7 melee (2d4)
Full Attack:          Bite +7 melee (2d4)
Space/Reach:          10 ft./5 ft.
Special Attacks:      Spookity Psychic Powahs
Special Qualities:    Dark Vision 60 ft., Flight, Power Resistance 22
Saves:                Fort +7, Ref +5, Will +9
Abilities:            Str 10, Dex 14, Con 18, Int 17, Wis 15, Cha 15
Skills:               Autohypnosis +10, Concentration +11,  Hide +8, Knowledge (Psionics) +10, Listen +10, Psicraft +10, Search +10, Spot +10, Survival +10
Feats:                Combat Manifestation, Greater Psionic Endowment, Power Penetration, Psionic Endowment
Environment:          Cold Mountains
Organization:         Solitary
Challenge Rating:     10
Treasure:             Double Standard
Alignment:            Usually Neutral Evil
Advancement:          12-16 HD (Large)
Level Adjustment:     ---

"I swear if you do any laughing I will pull out your intestines with my mind."

Biclops Beholders look like Beholders but with two eyes like most humanoids, and small tentacular or horny growths as opposed to eyestalks. As usual they were an experiment to increase Beholder power by the Beholder Nations, and they turned out to be weird psychic mutants the regular Beholders felt compelled to murder.  Naturally they fled, and now they hide in lonely mountains nursing their various neuroses and plotting revenge.  They're surprisingly accepting of anyone who doesn't criticize their physical appearance and who may be willing to help them in their revenge schemes. 

As they were bio-engineered to be warriors, the Biclops were made without any form of telekinesis, supposedly ensuring their loyalty.  All it's done is made them dependent on hirelings until they can do enough research to develop the ability for themselves.  Many take levels in Psion.
 
Spookity Psychic Powahs (Ps): At will: Charm (Psionic). Concussion Blast, Dispel Psionics, Ectoplasmic Cocoon, Mindlink

3/day: Disintegrate (Psionic), Dominate (Psionic), Fuse Flesh, Personality Parasite, Teleport (Psionic)

Manifester Level 13th.

Flight (Ex): A Beholders body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat:  Biclops generally rely on terrain and flight to their advantage to pick opponents off one by one with their psychic abilities.



Beholder, Biclops
"No time for that.  The two of you need to get behind me.."

"Is something wrong?"

Beholders HATE Them
"Is it that odd beholderkin lurking in the distance?"

"Indeed it is.  That's a Biclops.  They're domestic terrorists."

Surprising Lack of Telepathy
"What do they want?"

"To kill us all."

"Why?"

"Because we've been trying to exterminate them."

[bhu]

Dire Beholder
                      Gargantuan Aberration
Hit Dice:             34d8+272 (425 hp)
Initiative:           +5
Speed:                5 ft. (1 square), Fly 40 ft. (Good)
Armor Class:          45 (-4 Size, +1 Dex, +38 Natural), touch 7, flat-footed 44
Base Attack/Grapple:  +25/+45
Attack:               16 Eye Rays +22 ranged touch and 1 Bite +29 melee (3d6+8)
Full Attack:          16 Eye Rays +22 ranged touch and 1 Bite +29 melee (3d6+8)
Space/Reach:          20 ft./15 ft.
Special Attacks:      Eye Rays, Anti-Magic Cannon
Special Qualities:    All-Around Vision, Darkvision 120 ft., Flight, SR 38, DR 10/Epic
Saves:                Fort +21, Ref +12, Will +25
Abilities:            Str 26, Dex 13, Con 26, Int 14, Wis 18, Cha 24
Skills:               Bluff +15, Concentration +20, Intimidate +22, Knowledge (Arcana, Dungeoneering, Geography, Nature) +16, Listen +22, Search +20, Spot +23, Survival +20
Feats:                Alertness, Disintegration Finesse*, Dodge, Flyby Attack, Empower Spell, Extend Spell, Great Fortitude, Improved Flyby Attack, Improved Initiative, Iron Will, Metaray*, Mobility
* See Lords of Madness
Environment:          Any
Organization:         Solitary
Challenge Rating:     27
Treasure:             Double Standard
Alignment:            Usually Neutral Evil
Advancement:          35-50 HD (Gargantuan), 51-75 HD (Colossal)
Level Adjustment:     ---

"Anybody know what teh Hell that evil black floaty thing is in the distance?"

Dire Beholders are a thankfully rare mutation of the Beholder race.  Enormous floating cancerous masses of eyestalks, teeth, and armor plating they leave huge trails of destruction in their wake.  Thankfully normal Beholders hate them and are willing to ally with anyone willing to fight one.  Or they bribe the Dire Beholder into serving in the military.

Eye Rays (Su): Each of a Dire Beholders 16 eye rays resembles a spell cast by a 34th Level Caster.  They have a range of 240 ft., and require a DC 34 Saving Throw if they successfully hit (Save DC is Charisma Based).

Eye 1: Target must make a Will Save or be affected as if a Dominate Person Spell were cast on him. 

Eye 2: Target must make a Fortitude Save or be affected as if a Disintegrate spell were cast on him.

Eye 3: Target must make a Will Save or be affected as if a Symbol of Fear Spell were cast on him.

Eye 4: Target with 101 hp or less dies as if a Power Word Kill spell were cast on him.  Can only be used every 1d4 rounds.

Eye 5: Target must make a Fortitude Save or be affected as if a Flesh to Stone spell were cast on him.

Eye 6: Target must make a Fortitude Save or be affected as if a Destruction spell were cast on him.

Eye 7: The Beholder can use this ray to effectively cast Telekinesis at will.

Eye 8: Target must make a Will Save or be affected as if a Symbol of Sleep Spell were cast on him.

Eye 9: Target must make a Will Save or be affected as if a Dominate Monster Spell were cast on him. 

Eye 10: Target must make a Fortitude Save or be affected as if an Energy Drain Spell were cast on him. 

Eye 11: Target is affected as if a Polar Ray Spell were cast on him. 

Eye 12: Target must make a Fortitude Save or be affected as if a Blackfire* were cast on him. 

Eye 13: Target must make a Will Save or be affected as if a Greater Bestow Curse* Spell were cast on him. 

Eye 14: Target must make a Will Save or be affected as if a Wrathful Castigation* Spell were cast on him. 

Eye 15: Target must make a Will Save or be affected as if a Maddening Whispers* Spell were cast on him. 

Eye 16: Target must make a Will Save or be affected as if a Radiant Assault* Spell were cast on him. 

*See Spell Compendium.

All-Around Vision (Ex): The Beholders eyes give it a +4 racial bonus on Spot and Search checks, and they cannot be flanked.

Anti-Magic Cannon: Once every 1d4 rounds as a Swift Action the Dire Beholder may open it's central eye unleashing a powerful Antimagic blast in a 225 ft. Cone.  Everything in this area is affected as if by a Mordenkainen's Disjunction spell (Caster Level 34).

Flight (Ex): A Beholders body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Combat: Similar to regular Beholders but with a lot more ranged artillery.



Dire Beholder
"Good evening, and welcome to Mutual of Gnomeahaw's Wild Kingdom! I'm your host Harlan Jergens, and this is my assistant Jim!  Today on Wild Kingdom we'll be talking to General Zodof the Beholder Kingdoms."

Mercifully Rare
"Good evening Harlan. Not sure why we're with the military, seeing as we're a nature show."

"Indeed.  General Zod?"

"YOU ARE HERE TO BEHOLD THE REBIRTH OF THE BEHOLDER MILITARY!  YOU WILL SPREAD THE WORD OF OUR UNSTOPPABLE OFFENSES!"

Born for War
"Don't you mean defenses?"

"Beholder armies are not defensive by nature."

"Can I make the 'kneel before Zod' joke?"

"Kneeling before me is required."

[bhu]

Fractal Beholder
                      Large Outsider (Evil, Extraplanar, Lawful, Incorporeal)
Hit Dice:             13d8+39 (97 hp)
Initiative:           +8
Speed:                Fly 60 ft. (12 squares), Perfect
Armor Class:          26 (-1 Size, +4 Dex, +13 Deflection), touch 26, flat-footed 22
Base Attack/Grapple:  +13/-
Attack:               Eye Rays +16 Ranged Touch (effect varies)
Full Attack:          Eye Rays +16 Ranged Touch (effect varies)
Space/Reach:          10 ft./5 ft.
Special Attacks:      Eye Rays
Special Qualities:    All-Around Vision, Darkvision 120 ft., Flight, Incorporeal traits, Immunities, Spell Resistance 25, Energy Resistance 10 (Cold, Electricity, Sonic), Splitting
Saves:                Fort +13, Ref +12, Will +13
Abilities:            Str -, Dex 18, Con 16, Int 18, Wis 16, Cha 15
Skills:              Concentration +17, Hide +14, Intimidate +18, Knowledge (Arcana, Dungeoneering, The Planes, Religion) +20, Listen +18, Move Silently +18, Search +22, Spellcraft +18, Spot +22, Use Magic Device +18
Feats:                Alertness, Flyby Attack, Great Fortitude, Improved Initiative, Iron Will
Environment:          The Far Realms
Organization:         Solitary
Challenge Rating:     14
Treasure:             Standard
Alignment:            Varies considerably, but never Good
Advancement:          14-26 HD (Large)
Level Adjustment:     ---

Could this day get much worse?"

Factal Beholders are horrifying mutations from the Far Realms.  How they have entered into their present insubstantial state, and what they desire is unknown.   Beholder scholars believe they are the result of their species attempt to communicate with a being in the Far Realms that was lost.  They do not communicate in any way since coming back, and many species normally considered enemies have allied to do something about them.

Eye Rays (Su): Each of a Fractal Beholders 10 eye rays resembles a spell cast by a 12th Level Caster.  They have a range of 150 ft., and require a DC 18 Saving Throw if they successfully hit (Save DC is Charisma Based).  They may affect corporeal and incorporeal targets.

Eye 1: This is the central eye.  Instead of a ray the Fractal Beholder may use it to cast Effulgent Epuration 5/day (see Spell Compendium).

Eye 2: This is the top eye.  Instead of a ray it may cast Sphere of Ultimate Destruction every 1d4+1 rounds (see Spell Compendium).

Eye 3: Target is affected as if an Otiluke's Telekinetic Sphere Spell were cast on him.

Eye 4: Target must make a Fortitude Save or be affected as if a Avasculate Spell were cast on him (see Spell Compendium).

Eye 5: Target is affected as if a Ruby Ray of Reversal Spell were cast on him (see Spell Compendium).

Eye 6: Target must make a Reflex Save or be affected as if a Otiluke's Freezing Sphere Spell were cast on him.

Eye 7: Target must make a Fortitude Save or be affected as if a Orb of Electricity Spell were cast on him (see Spell Compendium).

Eye 8: Target must make a Fortitude Save or be affected as if a Orb of Fire Spell were cast on him (see Spell Compendium).

Eye 9: Target must make a Fortitude Save or be affected as if a Orb of Force Spell were cast on him (see Spell Compendium).

Eye 10: Target must make a Fortitude Save or be affected as if a Orb of Sound Spell were cast on him (see Spell Compendium).


All-Around Vision (Ex): The Beholders eyes give it a +4 racial bonus on Spot and Search checks, and they cannot be flanked.

Immunities: Fractal Beholders are immune to critical hits, petrification, polymorph, poison, paralysis, sleep effects, fatigue/exhaustion, stunning, and nonlethal damage.  It must still make a Save against any effect that would cause it to split to see if that occurs.

Flight (Ex): A Beholders body is naturally buoyant granting it a permanent Feather Fall effect as per the spell of the same name with personal range.

Splitting (Su): When a Fractal Beholder fails a Saving throw against any Spell or similar effect that would cause it's death, petrification, polymorph, or similar status that would immediately remove it from the fight it splits into two Fractal Beholders, each with half of the hit points of the original.  One of the two suffers the effects of the failed Save while the other does not.  Fractal Beholders with less than 10 hit points lose this ability and cannot be divided further.

Combat: Fractal Beholders prefer to unload with the artillery from a distance.  Particularly if their opponents are mages or other casters due to their splitting abilities.



Fractal Beholder
"This is Patient 02.  We sent him as an envoy to communicate with an entity of the Far Realms."

The Weirdest of Beholders
"Let me guess.  You wanted to bargain for power?"

"Doe it communicate?"

"Not a word.  We're studying him in order to prevent other Beholders from becoming like him."

Former Prisoners Of The Empty Spaces
"Is he still technically a Beholder?"

"Not even superficially.  His transformation has resulted in our avoiding certain areas of the Far Realm."

"I thought you Beholders considered yourselves perfect.  Why the need for making yourselves more powerful?"

"I'm not sure I like your tone.  Jim.."

"**^@>"

"Hey doc! Doc get in here!"