Critters III! Now also in 5e!

[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, 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]

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]

Bystander
Large Aberration
Hit Dice: 15d8+60 (127 hp)
Initiative: +6
Speed: 5 ft. (1 squares), Fly 30 ft. (Good)
Armor Class: 27 (-1 Size, +2 Dex, +16 Natural), touch 11, flat-footed 25
Base Attack/Grapple: +11/+20
Attack: Eye Rays +12 ranged touch (see below) and Bite +10 melee (2d4+5 plus Poison)
Full Attack: Eye Rays +12 ranged touch (see below) and Bite +10 melee (2d4+5 plus Poison)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Telekinesis, Poison
Special Qualities: Darkvision 60 ft., Flight, DR 10/Magic, SR 22
Saves: Fort +11, Ref +7, Will +14
Abilities: Str 20, Dex 14, Con 18, Int 15, Wis 17, Cha 17
Skills: Hide +16, Knowledge (Arcana) +17, Listen +15, Search +15, Spot +15, Survival +15
Feats: Ability Focus (Poison), Alertness, Flyby Attack, Great Fortitude, Improved Initiative, Iron Will
Environment: Cold Mountains
Organization: Solitary
Challenge Rating: 14
Treasure: Double Standard
Alignment: Usually Lawful Evil
Advancement: 16-22 HD (Large), 23-45 HD (Huge)
Level Adjustment: ---

The Bystander is a rare variant of the Beholder species close to extinction. It's lack of an antimagic ray hampers it greatly. It has 10 small eyes centered around a red central eye, and towards the bottom of the sphere beneath this, a fanged mouth ringed with 4 small eyes. The rest of it's thick, scaly, grey-blue hide is covered with hundreds or small fake eyes that glitter like rubies. It is unknown how well they get along with other Beholder-kin.

Eye Rays (Su): Each of the ten small eyes can produce a magical ray of light once a round, even when the Gazer is attacking physically or moving at full speed. Unlike other Beholders, the Gazer can bring all it's eyes to bear on a single target.

Each eye's effect resembles a spell cast by a 17th-level sorcerer but follows the rules for a ray (see Aiming a Spell, page 148 in the Player's Handbook). All rays have a range of 150 feet and a save DC of 19 (Save DC is Cha based).

Sun Bolt: The target takes 2d6 damage (double this if it is vulnerable to daylight, original spell is in the Shining South), and Blinded for 1 round. A successful Reflex Save negates the Blindness.

Mass Bolt (Su): As a Full Round Action the Bystander can focus all its eye rays through it's central eye, discharging the energy in a 60 ft. Line. Opponents in the area take 20d6 damage and are Blinded 1 Minute (successful DC 19 Reflex Save negates the Blindness). The Bystander may only do this every 1d4 rounds. Save DC is Cha based.

Telekinesis (Sp): The Bystander may cast Telekinesis at will as a 17th Level Sorcerer.

Poison (Ex): Injury, DC 23 Fortitude Save (Save DC is Constitution based), Initial and Secondary damage is 1d3 Strength.

Flight(Ex): A Bystander's body is naturally buoyant. This buoyancy allows it to fly as the spell, as a free action, at a speed of 30 feet. This buoyancy also grants it a permanent featherfall effect with personal range.

Combat: Given that they are the last of their kind, most Bystanders pepper opponents with eye rays while fleeing, reserving their bite for anyone who gets close.



Bystander
"And there's the leader now. Hello, Stubert."

"I should warn you all, I'm a Gnome Wizard."

Nearly Extinct
"Harlan?"

"You know what that means Stubert."

Not As Flexible As More Modern Beholders
"Do Gnomes have a rep among beholderkin?"

"They do."

"You implying he's got a Sphere of Annihilation in that Bag of Holding?"

"Yup."

"(beep) Gnomes..."

[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]

Lensman
Medium Aberration
Hit Dice: 2d8+4 (13 hp)
Initiative: +6
Speed: 30 ft. (6 squares)
Armor Class: 15 (+2 Dex, +3 Natural), touch 12, flat-footed 13
Base Attack/Grapple: +1/+3
Attack: Bite +3 Melee (1d8+3) or Halberd +3 Melee (1d10+3/x3)
Full Attack: Bite +3 Melee (1d8+3) or Halberd +3 Melee (1d10+3/x3)
Space/Reach: 5 ft./5 ft.
Special Attacks: Eye Power
Special Qualities: Darkvision 60 ft.
Saves: Fort +2, Ref +2, Will +5
Abilities: Str 14, Dex 14, Con 14, Int 6, Wis 14, Cha 14
Skills: Hide +3, Listen +3, Search -1, Spot +3, Survival +3
Feats: Improved Initiative
Environment: Cold Hills
Organization: Solitary or Squad (4-10)
Challenge Rating: 2
Treasure: Standard
Alignment: Usually Neutral Evil
Advancement: By Character Class
Level Adjustment: ---

The Lensman are great starfish like beings with one great eye and a mouth surrounded by 5 prehensile limbs (4 of which end in primitive hands). Often armed with polearms or heavy weapons they are the armed mooks of the Beholder kingdoms. They speak the Beholder language and are proficient with Simple and Martial Weapons.

Eye Power (Sp): The Lensman chooses one of the following to cast 3/day as a Spell-Like Ability (Caster Level 6th): Crushing Despair, Dispel Magic, Fear, Good Hope, Heal, Rage, Tongues, Protection from Chaos/evil/Good/Law (only one at a time), or Shadow Evocation.

Combat: Lensman rely on their sheer numbers backed by the power of their magical eyes to hope to overcome invaders, In reality they're little more than speed bumps to allow the Beholders time to get prepared.



Lensman
"This tunnel entrance hooks up to the sewer system in Koziol. Excellent for hiding."

"It appears to be occupied."

Lowly Servants
"What are they?"

"Oh them. Those are the Lensmen. They serve us as beasts of burden."

They Look Like Starfish, Despite Not Being Aquatic
"Beasts?"

"They're not very bright. They can barely comprehend language."

"What the (beep) man, we understand you perfectly."

"See? Nothing but gibberish."

[Bhu]

Gorbel
Small Aberration
Hit Dice: 2d8+2 (11 hp)
Initiative: +2
Speed: 5 ft. (1 square), Fly 50 ft. (Good)
Armor Class: 19 (+1 Size, +2 Dex, +6 Natural), touch 13, flat-footed 17
Base Attack/Grapple: +1/-3 (+9 Attached)
Attack: Claw +4 melee (1d6)
Full Attack: 2 Claws +4 melee (1d6)
Space/Reach: 5 ft./5 ft.
Special Attacks: Attach, Explosion, Constrict, Swallow Whole
Special Qualities: Darkvision 60 ft., Flight, All-Around Vision, Mindless, DR 10/Slashing or Piercing
Saves: Fort +1, Ref +2, Will +4
Abilities: Str 10, Dex 14, Con 12, Int -, Wis 13, Cha 2
Skills: -
Feats: Weapon Finesse (B)
Environment: Any Warm Land
Organization: Solitary or Herd (6-30)
Challenge Rating: 1
Treasure: None
Alignment: Usually Neutral
Advancement: ---
Level Adjustment: ---

Gorbels are red rubbery spheres with 6 eyestalks and a fanged mouth. They have stubby clawed legs for gripping prey. It is uncertain how (or if) they are related to other Beholderkin, for they are little more than mindless predators and they inhabit lands far from the usual Beholder haunts. Gorbels are very territorial and will attack any movement, even by inanimate objects.

Attach (Ex): A Gorbel can Attach itself with a successful Melee Touch Attack, effectively Grappling it's opponent. While Attached it loses it's Dexterity Bonus to AC, but gains a +12 Racial Bonus to Grappling Checks. It can be attacked with a weapon, or removed if it's opponent can successfully Pin it in a Grapple. Once attached it may swallow opponents if they are small enough, or constrict.

Constrict (Ex): The Gorbel does 1d6 damage with a successful Grapple Check.

Swallow Whole (Ex): An Gorbel can try to swallow a grabbed opponent of up to one size smaller by making a successful grapple check. The swallowed creature takes 1d6 points of bludgeoning damage and 1 point of acid damage per round from the Gorbel's gizzard. A swallowed creature can cut its way out by using a light slashing or piercing weapon to deal 5 points of damage to the gizzard (AC 13). Once the creature exits, muscular action closes the hole; another swallowed opponent must cut its own way out.

Explosion (Ex): The gas that fills and buoys the Gorbel's body is very explosive. If the Gorbel takes a point of damage from anything but a bludgeoning weapon it explodes doing 1d6 Fire damage in the square it occupies, and all adjacent squares.

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

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



Gorbel
"gorbelgorbelgorbel..."

"What was that?"

Assumed To Be Beholderkin, Despite Not Living Near Them
"Sounds like we'll finally see some of the local Fauna."

"Oh those are Gorbels. Humanoids consider them beholderkin, despite them not living near us."

They Explode Easily
"Don't live near you? They're infesting your sewers!"

"That is unusual. Perhaps the Lensmen are responsible."

"(beep) we were hired to clean them up!"

"It's too bad they can''t speak clearly."

[Metastachydium]

Found some TIME! But not enough energy. Have the first eleven, barring templates.

Eye of Flame

Large Aberration

Advancement: 9-16 HD (Medium), 17-24 HD (Large)

That doesn't look right. (This is going to be a problem a lot going forward.)

Eye of Frost
Large Aberration

Initiative: +6

Init +7 (DEX).

Advancement: 9-16 HD (Medium), 17-24 HD (Large)

Size matters!

Central Eye (Su): The Eye of Frosts central eye emits a 150 ft. cone of magical energy that renders opponents within it's area of effect vulnerable if they fail a DC 16 Willpower Save (Save DC is Charisma based). Opponents who fail their Saving Throw take 1 point of temporary Str damage per round so long as they stay within this area and continue to fail a Save each round. If an opponent who has taken Str damage from this effect also takes cold damage they are Paralyzed for 1 round.

So this doesn't render folks vulnerable to cold?

Eye of Shadow
Large Aberration

Skills: Hide +7 (+17 in shadow), Intimidate +9, Knowledge (Arcana, The Planes) +10, Listen +12, Move Silently +13, Search +18, Spot +16, Survival +12

Skill point budget might be overspent by as much as 11 (do check, though).

Challenge Rating: 9

I think this is kind of a lot more powerful than the previous two. Why the same CR?

Advancement: 9-16 HD (Medium), 17-24 HD (Large)

And once more, it shrinks!

Shadowwalk (Su): When in areas of absolute darkness the Eye of Shadow may use the Teleport up to 40 feet as a Supernatural Ability at Will. This otherwise works like Dimension Door.

This is confusingly worded and named. Shadow Walk's a spell that does something else entirely. Also, is it like Teleport or Dimension Door?

Shadow Regeneration (Ex): The Eye of Shadow has Regeneration 5 while in deep shadow or total darkness. Attacks doing fire damage or that have the Light descriptor ignore this regeneration.

Eye of Chaos

Skills: Hide +10, Intimidate +7, Knowledge (Arcana) +12, Listen +12, Search +17, Spot +17, Survival +12

1 skill point might remain available.

Advancement: 11-20 HD (Medium), 21-30 HD (Large)

And once more, this.

Central Eye (Su): The Eye of Chaos' central eye emits a 150 ft. cone of magical energy that renders opponents within it's area of effect vulnerable if they fail a DC 16 Willpower Save (Save DC is Charisma based). Opponents who fail the Save lose their Class Abilities that have limited daily uses for 1 round (a new save must be made each round the victim remains within the area of effect). The Eye of Chaos cannot use it's eye rays in this area.

Ripple of Chaos (Su): The Eye of Chaos can use this Ability once per day, blindly peppering the area with eye rays before disappearing. All opponents within 25 ft. of the Eye of Chaos are struck by a random eye ray, and the Eye itself may teleport up to 30 ft. as per the Dimension Door spell. This is a Full Round Action.

That's wild! Good job there! DC's 17, though (higher HD).

Eye of Despair
Large Aberration

Base Attack/Grapple: +6/+14

Grapple's +11, unless I'm missing something hard.

Skills: Hide +10, Knowledge (Arcana) +12, Listen +12, Search +12, Spot +12, Survival +9

I count 8 skill points still available to spend.

Advancement: 9-16 HD (Medium), 17-24 HD (Large)

And the last one with this issue!

Central Eye (Su): The Eye of Despairs central eye emits a 150 ft. cone of magical energy that renders opponents within it's area of effect vulnerable if they fail a DC 16 Willpower Save (Save DC is Charisma based). Opponents who fail the Save lose their Class Abilities that have limited daily uses for 1 round (a new save must be made each round the victim remains within the area of effect).

Is this supposed to be the same as Chaos's?

Ripple of Chaos (Su): The Eye of Despair can use this Ability once per day, blindly peppering the area with eye rays before disappearing. All opponents within 25 ft. of the Eye of Despair are struck by a random eye ray, and the Eye itself may teleport up to 30 ft. as per the Dimension Door spell. This is a Full Round Action.

I'm pretty sure this isn't. At any rate, it's not called Ripple of Despair as advertised in the statblock.

Orbus (Spelljammer)

Alignment: Usually Neutral

Why just usually? It's mindless and not an Outsider or Undead thing.

Somehow the mindless Orbus are living Spelljammer helms able to focus the powers of their brethren into motive force.

Does this have a mechanical effect? If so, why isn't this an SQ?

Antimagic Cone (Su): A Beholder's central eye continually produces a 150 foot cone of antimagic. This functions like an Antimagic Field cast by a 13th Level caster. All magical and supernatural effects are suppressed within the cones area of effect, including the Beholder's own eye rays. Once per round the Beholder may decide whether the cone is active or not by shutting it's eye as a Free Action.

…but this one doesn't have eye rays.

Astereater (Spelljamer)

Pet rocks: the Beholderkin edition.

Skills: Disguise +0 (+8 to pretend to be a rock), Hide +2 (+10 in Asteroid fields), Knowledge (Wildspace) +1, Listen +3, Search +0, Spot +3, Wildspace Survival +3

It might still have a skill point available.

Pseudonatural Beholder aka the Ultimate Eye Tyrant

Skills: Bluff +22, Concentration +21, Hide +14, Intimidate +28, Knowledge (Arcana, The Planes, Religion) +30, Listen +28, Search +34, Spellcraft +34, Spot +32, Survival +28

13 skill points remain, by my count. Spellcraft being this high, meanwhile, should not be possible.

Attraction: The target of this ray must make a Willpower Save or be affected as if by a Curse of Impending Blades spell (see Spell Compendium). In addition it takes a Bull Rush attack as through struck by a Strength 25 Huge creature. Unlike usual if the Bull Rush is successful, the opponent is pulled towards you instead of away.

I find keying this to Bull Rush a tad odd.

Death Spasm: When the Beholder reaches 0 hit points, it attacks each creature in range with a random eye ray.

This is missing a type specified. I'm guessing Su?

[QUOTE]

Fractal Beholder
Large Outsider (Evil, Extraplanar, Lawful, Incorporeal)

I'm guessing this was an Aberration in the first draft?

Base Attack/Grapple: +9/-

BAB +13 (Outsider).

Attack: Eye Rays +12 Ranged Touch (effect varies)
Full Attack: Eye Rays +12 Ranged Touch (effect varies)

+16 to-hit (see above).

Saves: Fort +9, Ref +8, Will +13

Fort +13, Ref +12, Will +13 (see above).

Skills: Concentration +17, Hide +14, Intimidate +13, Knowledge (Arcana, Dungeoneering, The Planes, Religion) +18, Listen +18, Move Silently +18, Search +22, Spellcraft +18, Spot +22, Use Magic Device +18

About 45 skill points remain available for spending.

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.

Fractal, eh? This is clever. I like it.

Inverted Beholder inspired by Drammor

Looks all good! Slime's a nice touch. (Probably not nice to touch, on the other hand.)

Beholder, Goo inspired by Drammor

Base Attack/Grapple: +8/+12

Grapple +14 (it has the power Strength!).

Skills: Hide +8, Knowledge (Arcana) +13, Listen +14, Search +20, Spot +23, Survival +12

I count 2 skill points not spent.

Living Spells (Su): Once per round one of the Beholders Eyes can cast Summon Monster IX (Caster Level is 13) as a Swift Action, except the creature summoned is one of the following spells with the Living Spell Template (see Eberron Campaign Setting): Antimagic Field, Charm Person, Charm Monster, Disintegrate, Fear, Finger of Death, Flesh to Stone, Inflict Moderate Wounds, Sleep, Slow, or Telekinesis. Once an eye has Summoned a Spell it cannot do so again until 1d4 rounds after the spells duration expires or the spell dies. For example if a Beholder summons a Charm Person ooze it has 13 rounds before it disappears, then the Beholder must wait 1d4 rounds before it can Summon another Charm Person ooze (unless it is destroyed then it just needs to wait another 1d4 rounds). Basically the Beholder can only Summon one ooze of each type at any given time. The Beholder is limited in how many times per day it can be used: 1/day: Finger of Death. 2/day: Antimagic Field, Disintegrate, Flesh to Stone. 3/day: Telekinesis, 4/day: Charm Monster, Charm Person, Fear, Inflict Moderate Wounds, Sleep, Slow.

Nasty!

Beholder, Pirate

Skills: Intimidate +13, Knowledge (Arcana, Geography) +14, Listen +12, Search +14, Spot +13, Survival +12

3 skill points remain for allocation, I believe. (Also, what the heck? No Profession (sailor)?)

Advancement: 12

Something's missing here.

[Metastachydium]

Catching up CONTINUES!

Beholder Cyclops, Magos

The Magos are the first of the Beholder Cyclops

[PEDANTRY]The correct plural of cyclops is cyclopes.[/PEDANTRY]

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 +14 to hit.

Should be +13 (size).

Beholder Cyclops, Carnivex

The Carnivex

The Carnivex

Carnivexes

The Carnivexes

Carnivex

Cyclops, Carnivex

Did you mean: carnifex?

Beholder Cyclops, Hypnos

Hypnos means 'sleep', technically.

Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 22

FF 21.

Skills: Hide +17, Knowledge (Local) +23, Listen +21, Search +23, Spot +23, Survival +23

4 skill pints remain available.

Beholder Cyclops, Phobos

Initiative: +6

+2 (it doesn't have the feat).

Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 22

FF 21.

Saves: Fort +11, Ref +7, Will +14

Fort +9, Will +12.

Beholder Cyclops, Necros

Initiative: +6
Speed: 5 ft. (1 square), Fly 20 ft. (good)
Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 22

Init. +2, FF 21.

Beholder Cyclops, Somnos

Initiative: +5

+1 (no feat).

Armor Class: 22 (-1 Size, +1 Dex, +12 Natural), touch 10, flat-footed 21

FF 20.

Base Attack/Grapple: +8/+13
Attack: Bite +9 melee (2d4+1)
Full Attack: Bite +9 melee (2d4+1)

+8 to hit (size).

Beholder Cyclops, Tardos

Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 22

FF 21.

Beholder Cyclops, Calxos

Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 22

FF 21.

Special Qualities: Dark Vision 60 ft., Flight

Shouldn't it be immune to petrification or something, given the squicky backstory?

Organization: Solitary

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...

So… It's not Solitary?

Beholder Cyclops, Eradicos

Armor Class: 23 (-1 Size, +2 Dex, +12 Natural), touch 11, flat-footed 22

FF 21.

Beholder Cyclops, Stoners

Oh, man.

Skills: Bluff +8, Diplomacy +8, Hide +8, Intimidate +8, Knowledge (Local) +8, Listen +4, Move Silently +8, Search +8, Spot +10

4 skill points remain unspent (Bluff synergy interference?).

Beholder Folk

Skills: Bluff +9, Diplomacy +8, Hide +9, Knowledge (Local) +9, Listen +10, Search +13, Spot +14

4 skill points still available to spend!

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.

This sounds incredibly strong. I think it should merit raising the CR somewhat.

Beholder, Biclops

Interesting fact: cyclops means 'round-eyed', rather than 'one-eyed'. Biclops… Well, I'm not sure it means anything. Try diglenos ('two-eyed'), perhaps? (I know diops would seem to be the obvious way to go, but that means something else and its first bit derives from the prefix δια anyhow.)

[Bhu]

So this doesn't render folks vulnerable to cold?

This was a 4e critter I updated to 3.5/5e. It didn't make sense to me either.

I think this is kind of a lot more powerful than the previous two. Why the same CR?

It's one of those critters that's more powerful than it's CR, but not nearly powerful enough to be +1 CR higher, so I hadda err on the side of caution.

Is this supposed to be the same as Chaos's?

Yes. Both Eye's were creations of Orcus, and are basically variants of the other.

Why just usually? It's mindless and not an Outsider or Undead thing.

Does this have a mechanical effect? If so, why isn't this an SQ?

Thats prolly a copy pasta accident. The spelljammer stuff wasn't something I specified, because they made no hard mechanics for it in 2e, and there were no official spelljamming rules at all in 3.5. The most thats said is that an Orbus is used instead of a helm.

I find keying this to Bull Rush a tad odd.

It was the closest thing to a shove in 5.6.

I'm guessing this was an Aberration in the first draft?

yuppers

About 45 skill points remain available for spending.

I'm not sure where you're getting this.

Much thanks for the review! I've fixed everything else.

[Bhu]

Did you mean: carnifex?

I could swear I meant carnivex, but it's been so long since I originally made it I can't remember why.

Shouldn't it be immune to petrification or something, given the squicky backstory?

Neither parent species was immune so I didn't give it immunity either.

Oh, man.

Yeah it's... an awful pun.

I have made edits. Lookinf forward to seeing your reaction to the Yellow Beholder.

[Metastachydium]

I'm not sure where you're getting this.

Something about the stupid number of skill points Outsiders get, combined with my tired mind, probably.

Neither parent species was immune so I didn't give it immunity either.

Heh. Relationships that are basically inverse staring contests must be great fun.

[Bhu]

ELDER ORB (Epic PrC) (Faerun)



"Why is this person here? No one is supposed t know I run the Guild. Dammit, now we have to kill everyone."

"Weren't we doing that already?"

"...fair enough."

An Elder Orb is a Beholder Mage that somehow managed to achieve old age. Possibly because they decided to study Arcane spellcasting in order to ensure their survival. Many run Thieve's Guilds, or cults, or find themselves in positions of power behind the throne.

BECOMING AN ELDER ORB
Older Beholders who are dedicated to developing arcane spellcasting..

ENTRY REQUIREMENTS
Race: Beholder
Age: Old or older
Spellcasting: Must be able to cast Arcane spells of at least 7th Level.
Skills: Knowledge (Arcana) 15 ranks, Spellcraft 15 ranks
Feats: Any Metamagic Feat


Class Skills
The Elder Orb's class skills (and the key ability for each skill) are Bluff (Cha), Concentration (Con), Craft (Int), Decipher Script (Int), Diplomacy (Cha), Intimidate (Cha), Knowledge (all skills, taken individually) (Int), Listen (Wis), Profession (Wis), Search (Wis), Spellcraft (Int), Spot (Wis) and Survival (Wis).
Skills Points at Each Level : 4 + int

Hit Dice: d6
1. Control Death Tyrant
2. Create Death Tyrant
3. Spell Resistance, +1 Level of Arcane casting class
4. Control Death Tyrant
5. Create Death Tyrant
6. Immunities, +1 Level of Arcane casting class
7. Control Death Tyrant
8. Create Death Tyrant
9. Improved Spell Resistance, +1 Level of Arcane casting class
10. True Sight, +1 Level of Arcane casting class

Weapon Proficiencies: An Elder Orb gains no new Weapon or Armor Proficiencies.

Control Death Tyrant (Sp): At 1st Level you may use this ability at will. It is identical to the Control Undead spell, with the following exceptions: It can only be used to control Death Tyrants, and the duration is 1/day level. At 4th Level the number of Hit Dice you can control doubles. At 7th Level the range increases to Long (400 ft. + 40 ft./level).

Create Death Tyrant (Sp): At 3rd Level you may use this ability at will, so long as you have enough Beholder corpses to raise. This is identical to the Create Greater Undead spell, but it can only create a Death Tyrant. At 6th Level you can cast use this ability during the day, and may create 2 Death Tyrants at once if you have the bodies. At 9th Level you may raise every Beholder corpse within 30 ft. as a Death Tyrant.

Spell Resistance (Ex): You gain Spell Resistance equal to your (CR + 6)

Immunities (Ex): At 6th Level you become effectively immortal. You are immune to poison, disease and aging effects. You also get a +2 Resistance Bonus on all Saving Throws.

Improved Spell Resistance (Ex): Your Spell Resistance increases to (CR + 11)

True Sight (Su): At 10yh Level you permanently gain the benefits of the True Seeing spell.

PLAYING AN ELDER ORB
You have acquired more power than most any other mortal being. With a little luck some day you'll be able to challenge the Gods. At least, this is what you believe...
Combat: You prefer to fight using Death Tyrants or other minions as proxies. People should never know you are the true enemy.
Advancement: You prefer to gain more use of your magical talents, and try to exceed the limitations of your physical form.
Resources: Pretty much whatever you want. You're usually the head of a Hive or international organization.

ELDER ORBS IN THE WORLD
"Stop looking into the Guild's business. You don't want it's attention."!
The world doesn't know you exist, and you intend to keep it that way.
Daily Life: Magical study and the business of ruing an empire take up most of your time.
Notables: Xixuxukluth (LE Beholder/Beholder Mage 9/Elder Orb 3) runs the Chichester Fellowship Club (i.e. the head of a massive crime empire).
Organizations: Generally you are the head of you're own organization.

NPC Reaction
NPC's react to you pretty much the same as they would any other Beholder. Screaming mostly. Loooots of screaming.

ELDER ORBS IN THE GAME
Elder Orbs are phenomenally Evil, and as such should be NPC's.
Adaptation: This is pretty much only for Epic Evil campaigns..
Encounters: PC's are never meant to encounter an Elder Orb. They aren't even supposed to know such a thing exists.

Sample Encounter
EL 25: The PC's round the bend in the insanely stupid volcano lair they've been exploring, only to find a large Beholder reclining on a throne being washed and fed grapes by Kobold servants.

"You weren't supposed to see this."

The PC's don't answer back. Non of them are quite sure what the social protocol for this is.

Note: In 3.5 and previous editions the Death Tyrant was a mindless undead controlled by an Elder Orb or Necromancer. Here after I will be referring to them as Death Tyrant, Zombie.

Xixuxukluth (Beholder/Beholder Mage 9/Elder Orb 3
Lawful Evil Aberration
Init +6, Senses: Darkvision 60 ft., Listen +18, Spot +22
Languages Beholder, Undercommon
------------------------------------------------
AC 26, touch 11, flat-footed 24 (-1 Size, +2 Dex, +15 Natural)
hp 174 (23 HD)
Fort +13, Ref +9, Will +18
------------------------------------------------
Speed 5 ft. (1 square), Fly 20 ft. (Good)
Melee Bite +7 melee (2d4)
Base Atk +12, Grp +16
Atk Options Spells
Combat Gear
Spells Prepared (CL 21st)
0(6/day): Detect Magic, Mage, Message, Read Magic
1st (6/day): Cause Fear, Charm Person, Shield, Sleep
2nd (6/day): Detect Thoughts, Command Undead, Daze Monster, Invisibility
3rd (6/day): Arcane Sight, Dispel Magic, Haste, Slow
4th (6/day): Arcane Eye, Charm Monster, Enervation, Fear
5th (6/day) Dominate Person, Hold Monster, Prying Eyes, Teleport
6th (6/day): Create Undead, Disintegrate, Flesh to Stone, Greater Dispel Magic
7th (6/day): Control Undead, Finger of Death, Greater Teleport, Plane Shift
8th (5/day): Clone, Create Greater Undead, Dimensional Lock, Mass Charm Monster
9th (3/day): Dominate Monster, Mass Hold Monster, Mage's Disjunction, Wish
Spell-Like Abilities Control Death Tyrant, Create Death Tyrant
-----------------------------------------------
Abilities Str 10, Dex 14, Con 18, Int 20, Wis 15, Cha 15
SQ All-Around Vision, Central Eye, Flight, Summon Familiar
Feats Flyby Attack, Greater Spell Penetration, Great Fortitude, Improved Initiative, Iron Will, Silent Spell, Spell Penetration, Alertness (B)
Skills Bluff +14, Concentration +24, Diplomacy +14, Hide +11, Intimidate +14, Knowledge (Arcana) +20, Listen +18, Search +21, Spellcraft +25, Spot +22, Survival +10, Use Magic Device +22
Bling +1 Everdancing Heavy Crossbow





Elder Orb
"Okay, let's try this again. We asked for flora and fauna, and thusly far you've shown us your military, and failed experimental quests for power. So this time, pretty please, with cherries on top. Show us some animals."

"Very well, try this address."

Just Get Moe Powerful With Age
"If we actually get fauna native to the area, next vacation is on me."

later

"Can I help you?"

Masters of the Death Tyrants
"We're a palantir documentary crew filming the local wildlife, One of your petty bureaucrats sent us here."

"She must be very petty. This is the Old Ghosts home."

"The what?"

"It's an undead retirement home. Xixuxukluth! Follow Xix, he's our security guard and staff."

[Bhu]

Awakened Death Tyrant aka Beholder Lich

Awakened Death Tyrant is an Acquired Template that can be applied to any Death Tyrant. Exactly how a Death Tyrant becomes a Lich and regains it's sentience is unknown. Their newfound intelligence is higher than normal for members of their species, and it makes them quite formidable. It also makes them impossible to control by their creator, or the Elder Orbs. (This is for updating Death Tyrants to their more modern interpretation).

Size and Type: Unchanged.

Hit Dice: Unchanged.

Speed: Flight Speed increases to 20 ft.

Armor Class: Natural AC Bonus increases by +3.

Attacks: Unchanged.

Damage: Unchanged.

Special Attacks: The Base Creature retains it's Eye rays, though they have differing effects as described blow. It also gains the following:

Eye Rays (Su): The Eye rays change to the following effects:

Withering: The target of this ray must make a Willpower Save or be affected as if by a Ray of Entropy spell (see Spell Compendium). 5 of the Awakened Death Tyrants eye rays are Withering rays.

It retains the Fear, Inflict Moderate Wounds, Flesh to Stone and Finger of Death Rays.

Reanimating Ray: This is a second Inflict Moderate Wounds ray with an additional effect: If the target dies it reanimates as a Ghoul in 1d6 rounds and is under the Death Tyrants control.

Central Eye (Su): The Death Tyrants central eye emits a 150 ft. cone of magical energy that renders opponents within it's area of effect vulnerable if they fail a Willpower Save (Save DC is Charisma based). Opponents who fail the Save are Slowed as per the spell. Additionally, opponents within the central eye's area of effect who fail their Save lose any immunity to ability or energy drain until they leave the area..

Necrotic Gaze (Su): Living creatures within 10 feet of the Death Tyrant must make a Willpower Saving Throw (Save DC is Cha based) or it heals no hit points for the next 24 hours, unless it does so by magic.

Special Qualities: Retains all Special Qualities of the Base Creature except Partial Actions only and Antimagic Cone. It also gains the following:

Light Vulnerability: Exposing a Death Tyrant to direct sunlight disorients it. It can take only a single move action or attack action and is destroyed utterly in the next round if it cannot escape.

Control Immunity: Awakened Death Tyrants cannot be controlled in the usual manner by the Elder Orbs or the animating necromancer.

Saves: Unchanged (but will have some increases due to changes in Ability scores).

Abilities: +2 Str, +10 Dex, +20 Int, +2 Wis, +10 Cha

Skills: Due to it's newfound Intelligence score the Awakened Death Tyrant now has skills (Racial skills are the same as the Beholders)

Feats: Since it is no longer Mindless the Awakened Death Tyrant now can choose Feats.

Environment: Unchanged.

Organization: Solitary.

Challenge Rating: +2

Treasure: Unchanged.

Alignment: Unchanged.

Advancement: Unchanged.

Level Adjustment: ---


Barixis (Death Tyrant/Awakened Death Tyrant)
Large Undead
Hit Dice: 11d12 (71 hp)
Initiative: +5
Speed: 5 ft. (1 square), Fly 20 ft. (Average)
Armor Class: 28 (-1 Size, +5 Dex, +14 Natural), touch 14, flat-footed 23
Base Attack/Grapple: +5/+10
Attack: Eye Rays +9 ranged touch and 1 Bite +1 melee (2d4+1)
Full Attack: Eye Rays +9 ranged touch and 1 Bite +1 melee (2d4+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Central Eye, Necrotic Gaze
Special Qualities: Flight, All-Around Vision, Darkvision 60 ft., +2 Turn Resistance, Undead traits, Light Vulnerability, Control Immunity
Saves: Fort +5, Ref +8, Will +12
Abilities: Str 12, Dex 20, Con -, Int 20, Wis 17, Cha 27
Skills: Hide +15, Knowledge (Arcana, Religion) +19, Listen +19, Search +23, Spellcarft +19, Spot +23, Survival +17, Use Magic Device +22
Feats: Alertness, Flyby Attack, Great Fortitude, Iron Will, Shot on the Run (B)
Environment: Any Land or Underground
Organization: Solitary
Challenge Rating: 15
Treasure: Standard
Alignment: Usually Neutral Evil
Advancement: 13-16 HD (Large), 17-33 HD (Huge)
Level Adjustment: ---



5E DEATH TYRANT, ZOMBIE
Any Beholder can become a Death Tyrant, Zombie. This is for 5e versions of old school Death Tyrants.

Challenge. Recalculate the Challenge Rating after you apply the template.

Type. Type changes to Undead.

Alignment. Changes to Neutral Evil.

Speed. Reduce Flight speed by -5 feet.

Attributes. Base Creature loses -4 Dexterity, -14 Intelligence.

Damage Immunities. The base creature becomes immune to the following damage types: Poison.

Condition Immunities. The base creature becomes immune to the following conditions: Poisoned.

Turn Resistance. The Death Tyrant Zombi has advantage on saving throws against any effect that turns undead.

Undead Fortitude. If damage reduces the zombie to 0 hit points, it must make a Constitution saving throw with a DC of 5 + the damage taken, unless the damage is radiant or from a critical hit. On a success, the zombie drops to 1 hit point instead.

Forced Loyalty. The Death Tyrant Zombie must obey the commands of it's creators, or any Elder Orb.



Awakened Death Tyrant
"So what exactly do you do here?"

"Prevent the elderly from overthrowing the government. They're mighty big on overthrowing the government."

Evolved From Mindless Drones
"Sounds oddly familiar."

"This, for example, is Barixis. He started off as one of my undead flesh puppets, but somehow evolved into a state similar to lichdom."

Often Go Mad With Power
"Can't help but notice he's caged in forcewalls. Why go to that expense?"

"LIVE MY CREATION!!! LLLLIIIIIIIIIIIIIIIVEEEE! HAHAHAHAHAAHAHAHAAHAA!"

"Oh...reasons."

"Typical Lich behavior, really.

[Bhu]

Death Emperor

Death Emperor is an Acquired Template that can be applied to any Beholder with the Awakened Death Tyrant Template. The Death Emperor is one of Orcus' more successful experiments with undead Beholders. It is slow and cumbersome, but it lacks the diminished intellectual capacity of the Eye of Death.

Size and Type: Unchanged.

Hit Dice: Unchanged.

Speed: Flight speed lowers to 10 ft.

Armor Class: Natural AC Bonus increases by an additional +2.

Attacks: Unchanged.

Damage: Unchanged.

Special Attacks: The Base Creature retains it's Eye rays, though they have differing effects as described blow. It also gains the following:

Eye Rays (Su): The Eye rays change to the following effects:

The Base creature retains 2 of it's Withering Rays, as well as it's Fear, Finger of Death, Flesh to Stone, and Reanimating Rays.

Confusing: The target of this ray must make a Willpower Save or be affected as if by a Confusion spell. 2 of the Eye of Despairs eye rays are Confusing rays.

Burning: The target of this ray must make a Reflex Save or be affected as if by an Firebrand spell (see Spell Compendium).

Decaying: The target of this ray must make a Reflex Save or be affected as if by an Vitriolic Sphere spell (see Spell Compendium).

Special Qualities: Unchanged.

Saves: The Death Emperor gains an additional Profane Bonus to all Saving Throws equal to it's Charisma.

Abilities: +2 Wis

Skills: Unchanged, can now speak Abyssal.

Feats: Unchanged.

Environment: The Abyss

Organization: Unchanged.

Challenge Rating: +0

Treasure: Unchanged.

Alignment: Always Chaotic Evil.

Advancement: Unchanged.

Level Adjustment: ---



Chelm (Death Tyrant/Awakened Death Tyrant/Death Emperor)
Large Undead
Hit Dice: 11d12 (71 hp)
Initiative: +5
Speed: 5 ft. (1 square), Fly 10 ft. (Average)
Armor Class: 30 (-1 Size, +5 Dex, +16 Natural), touch 14, flat-footed 25
Base Attack/Grapple: +5/+10
Attack: Eye Rays +9 ranged touch and 1 Bite +1 melee (2d4+1)
Full Attack: Eye Rays +9 ranged touch and 1 Bite +1 melee (2d4+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Central Eye, Necrotic Gaze
Special Qualities: Flight, All-Around Vision, Darkvision 60 ft., +2 Turn Resistance, Undead traits, Light Vulnerability, Control Immunity
Saves: Fort +13, Ref +16, Will +21
Abilities: Str 12, Dex 20, Con -, Int 20, Wis 19, Cha 27
Skills: Hide +15, Knowledge (Arcana, Religion) +19, Listen +20, Search +23, Spellcarft +19, Spot +24, Survival +18, Use Magic Device +22
Feats: Alertness, Flyby Attack, Great Fortitude, Iron Will, Shot on the Run (B)
Environment: Any Land or Underground
Organization: Solitary
Challenge Rating: 15
Treasure: Standard
Alignment: Always Chaotic Evil
Advancement: 13-16 HD (Large), 17-33 HD (Huge)
Level Adjustment: ---



Death Emperor
"This one looks positively demonic."

"Funny you should say that. Chelm started as a Death Tyrant, passed into lichdom, and subsequently became a roving artillery piece for a Demon lord after joining a cult. Sad, really."

Oh How The Mighty Have Fallen
"Don't Beholders have more in common with Devils?"

"You must be Jim. I've heard about you.."

Unfortunate Pawns
"I think he's referring to your social policies, not your physical make up."

"ONE DAY! ONE DAY YOU WILL ALL SUBMIT TO MY DARK LORD!"

"I have to admit, the Devils seem calmer and more...logical."

"Wait, what do you mean you've heard of me?"

[Bhu]

Eye of Death

Eye of Death is an Acquired Template that can be applied to any Death Tyrant with the Awakened Death Tyrant Template. They are the personal servants of Orcus. Sadly his 'improvements' have crushed their regained intelligence, but it makes them no less dangerous.

Size and Type: Unchanged.

Hit Dice: Unchanged.

Speed: Unchanged.

Armor Class: The Eye of Death gains a Profane Bonus to AC equal to it's Wisdom modifier.

Attacks: Unchanged.

Damage: Unchanged.

Special Attacks: The Base Creature retains it's Eye rays, though they have differeing effects as described blow. It also gains the following:

Eye Rays (Su): The Eye rays change to the following effects:

Withering: The target of this ray must make a Willpower Save or be affected as if by a Ray of Entropy spell. 4 of the Awakened Death Tyrants eye rays are Withering rays.

It now has two Flesh to Stone rays, 2 Finger of Death rays, and 2 Inflict Moderate Wounds rays.

Special Qualities: Unchanged

Saves: Unchanged other than changes made to Ability Scores.

Abilities: -15 Int, +4 Wis, +4 Cha.

Skills: Unchanged, but will need recalculating due to Intelligence penalty. Can now speak Abyssal.

Feats: Unchanged.

Environment: The Abyss

Organization: Unchanged.

Challenge Rating: +1

Treasure: Unchanged.

Alignment: Always Chaotic Evil.

Advancement: Unchanged.

Level Adjustment: ---


Prilox (Death Tyrant/Awakened Death Tyrant/Eye of Death)
Large Undead
Hit Dice: 11d12 (71 hp)
Initiative: +5
Speed: 5 ft. (1 square), Fly 20 ft. (Average)
Armor Class: 33 (-1 Size, +5 Dex, +14 Natural, +5 Profane), touch 19, flat-footed 28
Base Attack/Grapple: +5/+10
Attack: Eye Rays +9 ranged touch and 1 Bite +1 melee (2d4+1)
Full Attack: Eye Rays +9 ranged touch and 1 Bite +1 melee (2d4+1)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Central Eye, Necrotic Gaze
Special Qualities: Flight, All-Around Vision, Darkvision 60 ft., +2 Turn Resistance, Undead traits, Light Vulnerability, Control Immunity
Saves: Fort +5, Ref +8, Will +14
Abilities: Str 12, Dex 20, Con -, Int 5, Wis 21, Cha 31
Skills: Hide +2, Knowledge (Arcana, Religion) -1, Listen +8, Search +2, Spellcarft +0 Spot +12, Survival +6, Use Magic Device +11
Feats: Alertness, Flyby Attack, Great Fortitude, Iron Will, Shot on the Run (B)
Environment: The Abyss
Organization: Solitary
Challenge Rating: 16
Treasure: Standard
Alignment: Always Chaotic Evil
Advancement: 13-16 HD (Large), 17-33 HD (Huge)
Level Adjustment: ---




Eye of Death
"This one looks even worse, if that's possible."

"Prilox joined the cult as well. He was a bit stronger willed, so they had to crush his mind to ensure his loyalty."

Back To Being Brutes
"Ahem."

"Sigh. I know you because you've made the local gossip as 'Sarcastic Jim'. There, can we move on now?"

Cheap Muscle For Orcus
"Oh good, now we're local celebrities. And not in a good way."

"AREEBOPTIBOO! AROOTILY BAP BAP!!"

"Let's move along. We don't want to agitate Prilox."

"Sarcastic Jim...I can live with that."

[Bhu]

Evolved Doomsphere

Evolved Doomsphere is an Acquired Template that can be applied to any Doomsphere (i.e. Ghost Beholder) that has taken the Evolved Undead Template at least once. Elder Doomsphere's undergo certain significant changes that make them paradoxically more, and less, dangerous.

Size and Type: Size and type are unchanged.

Hit Dice: Unchanged.

Speed: Unchanged.

Armor Class: The Base Creature's Deflection Bonus to AC increases by +5.

Attacks: Unchanged.

Damage: Unchanged..

Special Attacks: Retains all Special Qualities of the Base Creature, except as noted below:

Central Eye (Su): The Doomsphere's central eye emits a 150 ft. cone of magical energy that renders opponents within it's area of effect vulnerable if they fail a Willpower Save (Save DC is Charisma based). Opponents who fail the Save are Panicked as per the Fear spell. They also take double damage from the Beholder's Killing Thought ray while within it's area of effect.

Eye Rays (Su): The Doomsphere retains it's chill ray, but the other Eye rays change to the following:

Killling Thought: One of the Beholder's eye rays now inspires suicide. Opponents struck by it must make a Willpower Save or be affected as if targeted by both an Inflict Light Wounds and Black Karma Curse (see PHB II) spells.

Possession: All other 8 eyes rays become Possession Rays. Opponents struck by one must make a Willpower Save or be affected by the Doomsphere's Malevolence Ability.

Special Qualities: Retains all Special Qualities of the Base Creature, except Antimagic Eye (which is repplaced with Central Eye above).

Saves: Unchanged.

Abilities: Unchanged.

Skills: Unchanged.

Feats: Unchanged.

Environment: Unchanged.

Organization: Solitary.

Challenge Rating: Unchanged.

Treasure: Unchanged.

Alignment: Unchanged.

Advancement: Unchanged.

Level Adjustment: Unchanged.


Orox (Beholder/Ghost/Evolved Undead x1/Evolved Doomsphere
Large Undead (Incorproeal)
Hit Dice: 11d12 (71 hp)
Initiative: +2
Speed: Fly 30 ft. (6 squares)
Armor Class: 22 (-1 Size, +2 Dex, +11 Deflection), touch 18, flat-footed 20
Base Attack/Grapple: +5/-
Attack: Eye Rays +6 ranged touch and 1 Corrupting Touch +1 melee touch (1d6)
Full Attack: Eye Rays +6 ranged touch and 1 Corrupting Touch +1 melee touch (1d6)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Corrupting Touch, Malevolence, Frightful Moan, Manifestation, Spell-Like Ability
Special Qualities: All-Around Vision, 60 ft. Darkvision, Antimagic Cone, Flight, Rejuvenation, +4 Turn Resistance, Fast Healing 3
Saves: Fort +5, Ref +5, Will +11
Abilities: Str 10, Dex 14, Con -, Int 17, Wis 15, Cha 21
Skills: Hide +20, Knowledge (Arcana) +17, Listen +26, Search +29, Spot +30, Survival +2
Feats: Flyby Attack, Great Fortitude, Improved Initiative, Iron Will, Alertness (B)
Environment: Any
Organization: Solitary
Challenge Rating: 16
Treasure: None
Alignment: Usually Lawful Evil
Advancement: 12-16 HD (Large), 17-33 HD (Huge)
Level Adjustment: ---

Spell-Like Abilities (Sp): 1/day: Greater Invisibility





Evolved Doomsphere
"So there really are Beholder Ghosts"

"Yes, and they're quite the nuisance. Always possessing Humanoids until they get old enough to possess the real thing."

Possessors Who Go On Shenanigan Sprees
"The real thing?"

"Once they get old enough, they can use their eye rays to possess anything. Some of them use it to be powers behind the throne. Some of them use it to vacation in the bodies of the living."

Nothing But Trouble
"So that's why you have the Yellow Beholders."

"Hello Jim. Be a good lad, and push that button over there. I have such wonderful things to show you."

"You hush now Orox, or we'll take away your Palantir privileges."

"Well that wasn't creepy..."

[Bhu]

Eternal Tyrant Shell
Huge Construct (Extraplanar)
Hit Dice: 18d10+40 (139 hp)
Initiative: +7
Speed: 5 ft. (1 square), Fly 40 ft. (Average)
Armor Class: 34 (-2 Size, +3 Dex, +23 Natural), touch 11, flat-footed 31
Base Attack/Grapple: +13/+34
Attack: Bite +25 melee (2d8+19) and Eye Rays +9 ranged touch
Full Attack: Bite +25 melee (2d8+19) and Eye Rays +9 ranged touch
Space/Reach: 15 ft./10 ft.
Special Attacks: Eye Rays, Central Eye
Special Qualities: Construct traits, DR 10/Adamantine, Darkvision 60 ft., All-Around Vision, Flight, Immunity to Magic, Low-light Vision
Saves: Fort +8, Ref +9, Will +12
Abilities: Str 36, Dex 16, Con -, Int 6, Wis 18, Cha 18
Skills: Disguise +4 (+12 to appear as a statue), Hide +0, Intimidate +8, Listen +10, Search +6, Spot +14
Feats: Alertness, Flyby Attack, Great Fortitude, Hover, Improved Initiative, Iron Will, Weapon Focus (Bite)
Environment: Far Realm
Organization: Solitary
Challenge Rating: 18
Treasure: None
Alignment: Usually Lawful Evil
Advancement: 19-36 HD (Huge), 37-54 HD (Gargantuan)
Level Adjustment: ---

Elder Tyrant Shells are elaborate, modestly intelligent Stone Golems created so the ghosts of Pseudonatural Beholders cdould possess them and still interact with the physical world. Sadly, they have not the tactical abilities of their masters.

Eye Rays (Su): Each of a Tyrant Shell's Eye Rays resembles a spell cast by a 20th level Caster. Each Eye Ray has a Range of 150 feet, and a Save DC of 23. Unlike normal Beholder eye rays these cause an area burst, also affecting anything within 10 ft. of the primary target. Save is Charisma Based. The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The Rays include:

Burning: The target of this ray must make a DC 23 Reflex Save or be affected as if by an Firebrand spell (see Spell Compendium). The Eternal Tyrant Shell has 2 of these Eyes.

Telekinesis: This eye ray can move objects or creature of up to 325 pounds as though it were a Telekinesis spell unless the target makes a successful DC 23 Willpower Save. The Eternal Tyrant Shell has 2 of these Eyes.

Disintegration: The target of this ray must make a DC 23 Fortitude Save or be affected as if by a Disintegration spell. The Eternal Tyrant Shell has 2 of these Eyes.

Acid: The target takes 10d6 Acid damage ((half that if it makes a DC 23 Reflex Save). The Eternal Tyrant Shell has 2 of these Eyes.

Thunderbolt: The target of this ray must make a DC 23 Fortitude Save or be affected as if by a Greater Shout spell (half the damage is Electricity, half is Sonic). The Eternal Tyrant Shell has 2 of these Eyes.

Central Eye (Su): The Central eye is a Targeting Ray (as per the spell, see Spell Compendium with a range of 100 ft. as cast by a 20th Level Sorcerer. It may use this ability as a Standard Action, and if the Ray successfully strikes a target then the Tyrant Shell (and any of it's Ally's who can see the ray) a +6 Insight Bonus on attack rolls against that target for 20 rounds.

All-Around Vision (Ex): Beholders are exceptionally alert and circumspect. Their many eyes give them a +4 racial bonus to Spot and Search checks and they can't be flanked.

Flight (Su): A Tyrant Shell's body is magically buoyant. This buoyancy allows it to fly as the spell, as a free action, at a speed of 40 feet. This buoyancy also grants it a permanent featherfall effect with personal range.

Immunity to Magic (Ex): A Tyrant Shell is immune to any spell or spell-like ability that allows spell resistance. In addition, certain spells and effects function differently against the creature, as noted below.

A transmute rock to mud spell slows a Tyrant Shell (as the slow spell) for 2d6 rounds, with no saving throw, while transmute mud to rock heals all of its lost hit points.

A stone to flesh spell does not actually change the Tyrant Shell’s structure but negates its damage reduction and immunity to magic for 1 full round.

Skills: Gains a +8 Circumstance Bonus to Disguise Checks made to appear as a statue.

Combat: Assuming it's on it's own, the Tyrant Shell blasts the most dangerous looking opponent with it's central eye before opening up the next round.





Eternal Tyrant

Eternal Tyrant is an Acquired Template that can be applied to any Pseudonatural Beholder. An Eternal Tyrant was a Pseudonatural Beholder which went through magical ceremonies designed to return it as a ghost.

Size and Type: Size is unchanged, Type becomes Undead with the Incorporeal Subtype. It retains any subtypes.

Hit Dice: All current and future Hit Dice become d12's.

Speed: Unchanged, flight maneuverability changes to Perfect.

Armor Class: Your Natural Armor Bonus to AC becomes a Deflection Bonus instead.

Attacks: A ghost retains all the attacks of the base creature, although those relying on physical contact do not affect creatures that are not ethereal.

Damage: Unchanged.

Special Attacks: A ghost retains all the special attacks of the base creature, although those relying on physical contact do not affect nonethereal creatures. It also gains the following:

Manifestation (Su): Every ghost has this ability. A ghost dwells on the Ethereal Plane and, as an ethereal creature, it cannot affect or be affected by anything in the material world. When a ghost manifests, it partly enters the Material Plane and becomes visible but incorporeal on the Material Plane. A manifested ghost can be harmed only by other incorporeal creatures, magic weapons, or spells, with a 50% chance to ignore any damage from a corporeal source. A manifested ghost can pass through solid objects at will, and its own attacks pass through armor. A manifested ghost always moves silently. A manifested ghost can strike with its touch attack or with a ghost touch weapon (see Ghostly Equipment, below). A manifested ghost remains partially on the Ethereal Plane, where is it not incorporeal. A manifested ghost can be attacked by opponents on either the Material Plane or the Ethereal Plane. The ghost’s incorporeality helps protect it from foes on the Material Plane, but not from foes on the Ethereal Plane.

When a spellcasting ghost is not manifested and is on the Ethereal Plane, its spells cannot affect targets on the Material Plane, but they work normally against ethereal targets. When a spellcasting ghost manifests, its spells continue to affect ethereal targets and can affect targets on the Material Plane normally unless the spells rely on touch. A manifested ghost’s touch spells don’t work on nonethereal targets.

A ghost has two home planes, the Material Plane and the Ethereal Plane. It is not considered extraplanar when on either of these planes.

Shell Possession (Su): This is identical to the Malevolence ability (see Ghost in the MM), with the exception that the Eternal Tyrant can only possess a prepared Shell (see above). When possessing a Shell the Eternal Tyrant can choose which eye rays/central eye powers to use. Switching out each one is a Swift Action

Eye Rays (Su): The base creature loses the following eye rays: Unraveling, Frost, Petrification, Attraction and Repulsion. Instead it gains the following eye rays: Terror, Sleep, Death, Thunderbolt and Acid

Fear: This works like the spell, except that it targets one creature. The target must succeed on a Will save or be affected as though by the spell.

Sleep: The target must make a Willpower Save or be affected as if by a Deep Slumber spell.

Finger of Death The target must succeed on a Fortitude save or be slain as though by the spell. The target takes 3d6+13 points of damage if its saving throw succeeds.

Acid: The target takes 10d6 Acid damage ((half that if it makes a Reflex Save).

Thunderbolt: The target of this ray must make a Fortitude Save or be affected as if by a Greater Shout spell (half the damage is Electricity, half is Sonic).

Central Eye (Su): Your central eyes Antimagic cone is replaced by one of Necromantic energy. Any target in it's area of effect must make a Willpower Save (Save DC is Cha based) or it can't heal hit points by non-magical means while within the area of effect.

Corrupting Bite (Su): When manifested, the Eternal Tyrants Bite is a melee touch attack doing 2d6 negative energy damage.

Special Qualities: A ghost has all the special qualities of the base creature as well as those described below:

Rejuvenation (Su): In most cases, it’s difficult to destroy a ghost through simple combat: The "destroyed" spirit will often restore itself in 2d4 days. Even the most powerful spells are usually only temporary solutions. A ghost that would otherwise be destroyed returns to its old haunts with a successful level check (1d20 + ghost’s HD) against DC 16. As a rule, the only way to get rid of a ghost for sure is to determine the reason for its existence and set right whatever prevents it from resting in peace. The exact means varies with each spirit and may require a good deal of research.

Turn Resistance (Ex): A ghost has +4 turn resistance.

Dark Power (Ex): The base creature gains a +2 Resistance Bonus on all Saving Throws.

Saves: Must be recalculated due to bonuses.

Abilities: Same as the base creature, except that the ghost has no Constitution score, and its Charisma score increases by +4.

Skills: Ghosts have a +8 racial bonus on Hide, Listen, Search, and Spot checks.

Feats: Unchanged.

Environment: Far Realm.

Organization: Solitary.

Challenge Rating: +2

Treasure: Unchanged.

Alignment: Unchanged.

Advancement: Unchanged.

Level Adjustment: ---


Ralakor (PSeudonatural Beholder/Eternal Tyrant)
Huge Undead (Extraplanar, Incorporeal)
Hit Dice: 18d12 (117 hp)
Initiative: +5
Speed: 40 ft. (8 squares), Perfect
Armor Class: 32 (-2 Size, +1 Dex, +23 Deflection), touch 32, flat-footed 31
Base Attack/Grapple: +13/+26
Attack: Eye Rays +12 Ranged Touch and Bite +7 melee touch (2d6 negative energy damage)
Full Attack: Eye Rays +12 Ranged Touch and Bite +11 melee (2d6+2)
Space/Reach: 15 ft./10 ft.
Special Attacks: Eye Rays, Central Eye, Manifestation, Shell Possession, Corrupting Bite
Special Qualities: Flight, All-Around Vision, Darkvision 60 ft., Spell Resistance 33, Immune to Petrification, Rejuvenation, +4 Turn Resistance, Dark Power
Saves: Fort +19, Ref +9, Will +2
Abilities: Str 20, Dex 12, Con -, Int 29, Wis 25, Cha 34
Skills: Bluff +24, Concentration +21, Hide +22, Intimidate +33, Knowledge (Arcana, The Planes, Religion) +30, Listen +36, Search +42, Spellcraft +34, Spot +40, Survival +28, Use Magic Device +26
Feats: Ability Focus (Central Eye), Alertness, Flyby Attack, Great Fortitude, Hover, Improved Initiative, Iron Will
Environment: Far Realm
Organization: Solitary
Challenge Rating: 22
Treasure: Standard
Alignment: Any Evil
Advancement: 19-36 HD (Huge), 37-54 HD (Gargantuan)
Level Adjustment: ---



Eternal Tyrant
"This looks bad."

"That's Ralakor. Former member of the space force we sent to the Far Realm. Turned ghost not long after coming back."

The Ultimate Doomsphere
"Turned ghost?"

"We blasted him down when he tried pulling a coup."

Don't Let Them Near Statues
"Why are thos Kobolds building him a statue?"

"That's...a good question really. I didn't approve that."

"FOOLS! The Kobolds have completed my ultimate weapon!"

"I don't suppose you two are armed?"

"It goes with the territory.."

later on

"Okay seriously, give us a local zoo or something. We just helped put down a coup."

"Fiiine."

"There better be birds and such. No more weirdness."

[Metastachydium]

Beholder, Mutate
Small Aberration

Attack: Eye Rays +4 Ranged Touch and 1 Bite -6 melee (1d4-2)
Full Attack: Eye Rays +4 Ranged Touch and 1 Bite -6 melee (1d4-2)

+5 ranged, -5 melee to hit (size).

Skills: Hide +7, Knowledge (Arcana) +8, Listen +8, Search +8, Spot +10, Survival +6

Two skill points might remain available.

Beholder, Mutate
Medium Aberration

Skills: Hide +8, Knowledge (Arcana) +10, Listen +10, Search +10, Spot +12, Survival +8

2 skill points might remain available.

Beholder, Mutate
Large Aberration
Hit Dice: 12d8+48 (102 hp)

Skills: Hide +10, Knowledge (Arcana) +20, Listen +16, Search +17, Spot +18, Survival +16

The value for Knowledge (arcana) is 2 points higher than possible at 12 HD.

Beholder, Mutate
Huge Aberration

Attack: Eye Rays +18 Ranged Touch and 1 Bite +13 melee (2d6+1)
Full Attack: Eye Rays +18 Ranged Touch and 1 Bite +13 melee (2d6+1)

+17 to hit ranged (18 BAB, +1 DEX, -2 size).

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 Large (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.

DC 28 for Huge.

Bystander

Saves: Fort +9, Ref +7, Will +14

Fort +11 (feat).

Skills:

I count 12 too many skill points spent. Might be worth checking.

Eye Rays (Su): Each of the ten small eyes can produce a magical ray of light once a round, even when the Gazer is attacking physically or moving at full speed. Unlike other Beholders, the Gazer can bring all it's eyes to bear on a single target.

Each eye's effect resembles a spell cast by a 17th-level sorcerer but follows the rules for a ray (see Aiming a Spell, page 148 in the Player's Handbook). All rays have a range of 150 feet and a save DC of 18.

Sun Bolt: The target takes 2d6 damage (double this if it is vulnerable to daylight, original spell is in the Shining South), and Blinded for 1 round. A successful Reflex Save negates the Blindness.

I don't understand how the DC is calculated here.

Mass Bolt: As a Full Round Action the Bystander can focus all its eye rays through it's central eye, discharging the energy in a 60 ft. Line. Opponents in the area take 20d6 damage and are Blinded 1 Minute (successful Reflex Save negates the Blindness). The Bystander may only do this every 1d4 rounds.

Is this Su as well? Same DC? At any rate, it should appear in the SA line of the statblock. (Also also, KILL THEM WITH THE SUN! I approve.)

Yellow Beholder

Speed: 5 ft. (1 square), fly 20 ft. (4 squares, good)

The square count is not technically neccessary for fly.

Skills: Hide +5, Intimidate +3, Listen +4, Move Silently +5, Spot +4

I count 4 skill points spent over the budget.

"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....

Man. This is wild.

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).

AND THAT'S WHAT YOU GET FOR ENSLAVING PLANTS? STUPID AGRICULTURALISTS! [EVIL laughter.] You are a dangerous man; and I approve.

Lensman

These are cute.

Attack: Bite +3 Melee (1d8+3) or Halberd +3 Melee (1d10+2/x3)
Full Attack: Bite +3 Melee (1d8+3) or Halberd +3 Melee (1d10+2/x3)

Halberd should deal 1d10+3 damage (two-handed).

Challenge Rating: 1

Eye Power (Sp): The Lensman chooses one of the following to cast at will as a Spell-Like Ability: Crushing Despair, Dispel Magic, Fear, Good Hope, Heal, Rage, Tongues, Protection from Chaos/evil/Good/Law (only one at a time), or Shadow Evocation.

This is not CR 1. This is not CR 2. This is… I don't know, something higher. Any of those three at-will is massive.

Gorbel

Armor Class: 19 (+1 Size, +2 Dex, +6 Natural), touch 13, flat-footed 16

FF 17.

Explosion (Ex): The gas that fills and buoys the Gorbel's body is very explosive. If the Gorbel takes a point of damage from anything but a bludgeoning weapon it explodes doing 1d6 Fire damage in the square it occupies, and all adjacent squares.

Okay, that's a siege weapon if anything. (Gather a herd. Chuck 'm over the wall at the militia with the stupid spears (they are basically homing!). Profit.) Probably good pest control too.

"gorbelgorbelgorbel..."

Heh. Do they actually say that?

Eternal Tyrant Shell

Attack: Bite +24 melee (2d8+19) and Eye Rays +11 ranged touch
Full Attack: Bite +24 melee (2d8+19) and Eye Rays +11 ranged touch

+25 to hit melee (Weapon Focus). +9 ranged (-5 secondary, -2 size).

Eye Rays (Su): Each of a Tyrant Shell's Eye Rays resembles a spell cast by a 20th level Caster. Each Eye Ray has a Range of 150 feet, and a Save DC of 26. Unlike normal Beholder eye rays these cause an area burst, also affecting anything within 10 ft. of the primary target. Save is Charisma Based. The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The Rays include:

Burning: The target of this ray must make a DC 23 Reflex Save or be affected as if by an Firebrand spell (see Spell Compendium). The Eternal Tyrant Shell has 2 of these Eyes.

Telekinesis: This eye ray can move objects or creature of up to 325 pounds as though it were a Telekinesis spell unless the target makes a successful DC 23 Willpower Save. The Eternal Tyrant Shell has 2 of these Eyes.

Disintegration: The target of this ray must make a DC 23 Fortitude Save or be affected as if by a Disintegration spell. The Eternal Tyrant Shell has 2 of these Eyes.

Acid: The target takes 10d6 Acid damage ((half that if it makes a DC 23 Reflex Save). The Eternal Tyrant Shell has 2 of these Eyes.

Thunderbolt: The target of this ray must make a DC 23 Fortitude Save or be affected as if by a Greater Shout spell (half the damage is Electricity, half is Sonic). The Eternal Tyrant Shell has 2 of these Eyes.

THe underlined should be 23, as those below.

"There better be birds

I'm beginning to like Jim.

[Bhu]

This is not CR 1. This is not CR 2. This is… I don't know, something higher. Any of those three at-will is massive.

I've made the usual mods to everything else. I upped the CR for the Lensman and decreased how often they can use their spells.

Heh. Do they actually say that?

Not that I'm aware of, but it was too funny not to do.

[Metastachydium]

I upped the CR for the Lensman and decreased how often they can use their spells.

I'd argue it's still quite the heavy for its CR, but yeah, that helps.

Not that I'm aware of, but it was too funny not to do.

Wait, 2e actually had these? Man.

[Bhu]

Eyeball Swarm
Tiny Aberration (Swarm)
Hit Dice: 30d8-30 (105 hp)
Initiative: +7
Speed: 5 ft. (1 square), Fly 40 ft. (Good)
Armor Class: 16 (+2 Size, +3 Dex, +1 Natural), touch 15, flat-footed 13
Base Attack/Grapple: +22/-
Attack: Swarm (5d6) and Eye Rays +28 Ranged Touch (see below)
Full Attack: Swarm (5d6) and Eye Rays +28 Ranged Touch (see below)
Space/Reach: 10 ft./0 ft.
Special Attacks: Eye Rays, Distraction
Special Qualities: Immunities, All-Around Vision, Flight, Swarm traits, Dark Vision 60 ft., Half Damage from Slashing and Piercing
Saves: Fort +9, Ref +13, Will +19
Abilities: Str 6, Dex 16, Con 9, Int 2, Wis 10, Cha 10
Skills: Hide +18, Listen +2, Move Silently +10, Search +12, Spot +13
Feats: Ability Focus (Eye Rays), Aerial Reflexes*, Aerial Superiority*, Alertness, Fly-By Attack, Hover, Improved Initiative, Iron Will, Point Blank Shot, Weapon Focus (Eye Ray), Wingover * See races of the wild
Environment: Underground
Organization: Solitary
Challenge Rating: 13
Treasure: None
Alignment: Usually Neutral Evil
Advancement: ---
Level Adjustment: ---

Eyeballs tend to travel in packs till fully grown.

Eye Rays (Su): Anything inside the swarm is automatically hit with 6 rays per round. Anything within 35 ft. of the Swarm gets 1d3 ray attacks per round directed against it. Each rays effect resembles a spell cast by a 4th Level Sorcerer and has a range of 35 ft., and requires a DC 27 Saving Throw (Save DC is Charisma Based). The 4 effects to choose from are Cause Fear (Will Save), Daze (Will Save), Ray of Frost (no save), or Mage Hand (move any unattended weight of 15 lbs or less up to 15 ft. a round).

Distraction (Ex): Any living creature vulnerable to swarm damage within The Swarm's area of effect must make a DC 24 Fortitude Save or be Nauseated 1 round. Using skills that involve patience or concentration require a DC 20 Concentration check. Casting or concentrating on spells requires a Concentration check (DC 20+spell level). Save DC is Constitution based.

Immunities: Immune to Charms and Compulsions.

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

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

Combat: Eyeballs are like most swarms despite being slightly more intelligent. They, you know, swarm.

Gazer Swarm
"Welcome to the Kozial zoo. Mind the children."

"WEEEEEEEEEEEEEEEEEEEEEEEEEEE!!"

Beholders, if Beholders Were Cats
"What the?"

"Mind the children's minders."

"Dammit, you kids come back here!"

There Are Many Crap Jobs Handed To The Gauths
"So...we're a documentary crew looking into the local wildlife..."

"And you'e looking for a tour?"

"WEEEEEEEEEEEEEEEEEEE!"

"Assuming the children don't run us down..."

"Ah, you'd be Jim and the Gnome."

"Harlan. I have a name."

"And here I was told Jim was the touchy one."



Gauth Mob
Medium Aberration
Hit Dice: 30d8+90 (225 HP)
Initiative: +6
Speed: 5 ft. (1 square), Flying 20 ft. (Good)
Armor Class: 19 (+2 Dex, +7 Natural), touch 12, flat-footed 17
Base Attack/Grapple: +22/-
Attack: Mob (5d6) and x Eye Rays +27 Ranged Touch
Full Attack: Mob (5d6) and x Eye Rays +27 Ranged Touch
Space/Reach: 20 ft./0 ft.
Special Attacks: Eye Rays, Stunning Gaze
Special Qualities: Dark Vision 60 ft., All-Around Vision, Flight, Mob Anatomy, Swarm traits
Saves: Fort +13, Ref +12, Will +21
Abilities: Str 8, Dex 14, Con 16, Int 15, Wis 15, Cha 13
Skills: Hide +24, Knowledge (Arcana) +22, Listen +26, Search +26, Spot +30, Survival +24
Feats: Ability Focus (Eye Rays), Aerial Reflexes*, Aerial Superiority*, Alertness, Fly-By Attack, Hover, Improved Initiative, Iron Will, Point Blank Shot, Weapon Focus (Eye Ray), Wingover * See races of the wild
Environment: Cold Hills
Organization: Solitary
Challenge Rating: 15
Treasure: Standard
Alignment: Lawful Evil
Advancement: ---
Level Adjustment: ---

Gauths sometimes travel in packs to keep the larger Beholderkin at bay.

Eye Rays (Su): Anything inside the swarm is automatically hit with 8 rays per round. Anything within 100 ft. of the Swarm gets 1d4 ray attacks per round directed against it. Each rays effect resembles a spell cast by a 8th Level Sorcerer and has a range of 100 ft, and requires a DC 28 Saving Throw (Save DC is Charisma Based). Ray effects to choose from are: Sleep (Will Save, affects any one creature regardless of HD), Inflict Moderate Wounds (2d8+8 damage, Will Save for half), Dispel Magic (targeted dispel version, level check is 1d20+8), Scorching Ray (one ray doing 4d6 fire damage, no save), Ray of exhaustion (no Save), and Paralysis (Fort Save or be Paralyzed 2d10 minutes).

Stunning Gaze (Su): Gaze Attack 30 ft., Stun for 1 round, DC 26 Will Save Negates. Save DC is Charisma Based.

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.

Mob Anatomy (Ex): Immune to critical hits, cannot be flanked, tripped, grappled, or bull rushed.

Combat: Slightly more tactical than the Eyeballs, but not by much given their preponderance of eye rays.

[Bhu]

Faux Beholder
Huge Aberration
Hit Dice: 18d8+126 (205 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 +8, 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]

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]

Thagar (Spelljammer)
Large Aberration
Hit Dice: 11d8+44 (93 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 30 ft. (Good)
Armor Class: 26 (-1 Size, +2 Dex, +15 Natural), touch 11, flat-footed 24
Base Attack/Grapple: +8/+16
Attack: 6 Bites +12 melee (2d6+4)
Full Attack: 6 Bites +12 melee (2d6+4)
Space/Reach: 10 ft./5 ft. (15 with bites)
Special Attacks: Full Attack
Special Qualities: Darkvision 120 ft., Partial Immunity to Magic, SR 24, Removed From Nature, Flight, All-Around Vision, Immune to Cold
Saves: Fort +7, Ref +5, Will +11
Abilities: Str 18, Dex 14, Con 18, Int 16, Wis 18, Cha 12
Skills: Hide +8, Knowledge (Wildspace) +13, Listen +14, Move Silently +12, Search +17, Spot +18, Wildspace Survival +14
Feats: Flyby Attack, Hover, Improved Initiative, Weapon Focus (Bite)
Environment: Wildspace
Organization: Solitary
Challenge Rating: 8
Treasure: None
Alignment: Usually Chaotic Neutral
Advancement: 12-16 HD (Large), 17-33 HD (Huge)
Level Adjustment: ---

The Thagar are balls of flesh and eyes a little over 7 feet in diameter. Sprouting from this are multiple long necks ending in fanged mouths. Despite being known as 'Beholder Eaters', the Thagar are fond of most aberrations, and even dragons. While they can go months, or maybe even years, without food, they gorge when it's available. Despite their appearance, they are quite intelligent.

Full Attack: The Beholder Eater can make a Full Attack with it's Bites as a Standard Action. If the Beholder Eater has advanced Hit Dice, it gains an additional Bite attack with every even Hit Die (12th, 14th, etc.).

Partial Immunity to Magic (Ex): The Beholder Eater is immune to all Mind-Affecting Effects, and any spell or ability that alters it's physical form (petrification, polymorph, disintegration, etc.).

Removed From Nature (Ex): The Beholder Eater is unaffected by extremes of temperature and pressure, doesn't need to breathe, and can survive in Wildspace with no ill effects. It can go a number of months equal to it's Con modifier without food or water before it needs to make saves against starvation/dehydration. If one of it's 'heads' is destroyed, it will regenerate over the courae of a year.

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

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

Combat: The Thagar are ambush predators who prefer to lie in wait, drawing prey into their lairs which are set up to aid the Thagar with traps.



Thagar
"And this is the Thagar."

"RAWR!"

Ambush Predators of Wildspace
"You have a Beholder Eater in a cage?"

"Would you suggest we let it run about free?"

Bottomless Pits of Hunger
"You know they aren't just mindless predators, right?"

"Oh we're very well aware it's pretending."

"Effin' Gnomes..."

"Well spoken Lolxichoatl."

"What does he have against Gnomes?"

"A Tinker Gnome device rendered him insensate, and thusly did we capture him."

[Bhu]

Pecker
Diminutive Outsider (Lawful, Native)
Hit Dice: 1d8+1 (5 hp)
Initiative: +3
Speed: 5 ft. (1 squares), Fly 40 ft. (Average)
Armor Class: 17 (+4 Size, +3 Dex), touch 17, flat-footed 14
Base Attack/Grapple: +1/-16
Attack: Peck +8 melee (1 point plus Daze)
Full Attack: Peck +8 melee (1 point plus Daze)
Space/Reach: 1 ft./0 ft.
Special Attacks: Insult, Daze
Special Qualities: Darkvision 60 ft., Invulnerability 5/-, Divine Protection, SR 11
Saves: Fort +3, Ref +5, Will +4
Abilities: Str 1, Dex 16, Con 12, Int 8, Wis 14, Cha 12
Skills: Listen +4, Performance (Insult) +4, Spot +4
Feats: Weapon Finesse
Environment: Any
Organization: Solitary or Flock (10-40)
Challenge Rating: 1/2
Treasure: None
Alignment: Lawful Neutral
Advancement: ---
Level Adjustment: ---

Peckers are agents of the Gawds, and appear as small Wrens. They are sent to bedevil those who have angered the Gawds, insulting, and occasionally, pecking them (hence the name). They are divine trolls who are quite good at their job. Mostly because the Gawds do not allow them to be harmed, and if one is, the Gawds send more...persuasive...agents. Peckers speak Celestial, Common, and the language of whatever their current assigned victim is.

Insult (Su): The Pecker may insult someone as a Standard Action (this is a Sonic, Language Dependent, Mind-Affecting Effect). If the subject of the insult can hear and understand it, it must make a DC 12 Willpower Save (Save DC is Wisdom based) or take a -1 Morale Penalty to all attack rolls and skill or ability Checks for 1 hour. Multiple failed Saves are not cumulative.

Daze (Su): Anything the Pecker pecks must make a DC 12 Willpower Save or be Dazed for 1 round (Save DC is Wis based).

Invulnerability (Ex): Invulnerability is similar to Damage Reduction, but it also blocks damage from energy attacks, spells, spell-like abilities, and supernatural abilities. For example the Pecker has Invulnerability 5. That means it negates the first 5 points of damage from any attack (this includes untyped damage).

Divine Protection (Su): Anything making an attempt to harm the Pecker is subjected to a Bestow Curse spell. They do not get a Saving Throw or Spell Resistance. Removal of this spell requires an Atonement, and then a Miracle.

Combat: Peckers aren't combatants. They peck or insult and fly away. Their job is to harass, not fight, evil.



Peckers
"These are the Peckers. Nothing much to see here."

"AHAHAHA! Tell 'em the truth (beep)!"

Hammers of the Gawds
"Why do you call them that? Surely there is a more imaginative nickname for a bird species."

"They aren't birds, they're divine agents. We call them that because they peck at us, and the Gawds do not allow us to peck back."

Emotional Damage Purveyors
"What did you do to earn that kind of curse?"

"Uncertain, but clearly one of our kind has spit in the divine oatmeal.."

"Tell 'em the truth (beep). How you and (beeeeeeeeeeeeep) the (beep)....hey, who the (beep) keeps censoring us?"

"Not me."

"Sorry, family show and all."

"That was you? I may find it in my heart to like you two after all."

[Bhu]

Tweeter
Diminutive Outsider (Chaotic, Evil, Extraplanar)
Hit Dice: 1d8+1 (5 hp)
Initiative: +2
Speed: 5 ft. (1 square), Fly 40 ft. (Good)
Armor Class: 16 (+4 Size, +2 Dex), touch 16, flat-footed 14
Base Attack/Grapple: +1/-16
Attack: Beak +7 melee (1 point)
Full Attack: Beak +7 melee (1 point)
Space/Reach: 1 ft./0 ft.
Special Attacks: Tweet
Special Qualities: Darkvision 60 ft., Immune to Fire and Poison, Energy Resistance 10 (Acid and Cold), See in Darkness, Telepathy 100 ft., Summon Tweeter, DR 5/Good, SR 11
Saves: Fort +3, Ref +4, Will +4
Abilities: Str 1, Dex 14, Con 12, Int 8, Wis 14, Cha 14
Skills: Listen +4, Performance (Sing) +4, Spot +4
Feats: Ability Focus (Tweet), Weapon Finesse (B)
Environment: Any
Organization: Solitary or Flock (10-40)
Challenge Rating: 1/2
Treasure: None
Alignment: Chaotic Evil
Advancement: ---
Level Adjustment: ---

Tweeters appear to be raggedy cardinal birds with loose feathers, but are actually related to Demons. They send them to sabotage enemies by spreading rumors about them. They'e the demonic answer to Peckers. Tweeters speak Abyssal, Common, and the language of the target they are assigned to.

Tweet (Su): As a Standard Action the Tweeter can sing a 'simple bird song' (this is a Sonic, Language Dependent, Mind-Affecting Effect). Any creature within 30 feet that can hear and understand it's song must make a DC 12 Willpower Saving Throw (Save DC is Cha based). Any creature that fails the Saving Throw will believe whatever lie or rumor the Tweeter attempts to spread for the next 8 hours, and will feel compelled to repeat it.

Summon Tweeter (Sp): Once per day a Tweeter can attempt to summon another Tweeter with a 35% chance of success. This ability is the equivalent of a 1st-level spell

Combat: Tweeter are there to spread rumor and innuendo, and wreak havoc on people's social lives. They flee combat.



Tweeters
"These are the Tweeters. Nothing much to see here either."

"Tweet! The zoo is a front for organ harvesting. Tweet!"

Orcus' Petty Revenge
"Um...what?"

"When a certain Demon Lord began corrupting our people, we fought back. This is his payback."

Emotional Damage Purveyors
"People listen to rumors from random birds?"

"They do when those birds know their names and personal details."

"Hey Jim! Jimmiiiiei Jim Jim! Yer a clone Jim!"

"I feign surprise."

"He and I have already had that chat Fiend."

"Looks like you two have offended a few Demons yourselves."

"It's a long story."

[Metastachydium]

Eyeball Swarm

Attack: Swarm (5d6) and x Eye Rays +26 Ranged Touch (see below)
Full Attack: Swarm (5d6) and x Eye Rays +26 Ranged Touch (see below)

That x is a tad inelegant, I'd probably omit it and just go with "Eye Rays".

Also, +28 to hit (size).

Str 6, Dex 16, Con 9, Int 2, Wis 10, Cha 10

Alignment: Usually Neutral Evil

INT 2 and Evil alignment is a bit unusual for non-Undead-non-Outsiders, but I suppose Aberrations are… Well what they are.

Combat: Eyeballs are like most swarms despite being intelligent.

They aren't really intelligent, though. Below the INT 3 threshhold and all that.

Faux Beholder
Huge Aberration
Hit Dice: 18d8+126 (205 hp)

207 hp.

Skills: Hide +5, Listen +8, Spot +8, Survival +8

I count 1 too many skill point spent.

"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."

Careful there! I might end up liking Beholders for their grasp of basic taxonomy!

Faux Beholder

Déja-vu?

Thagar (Spelljammer)

Attack: 6 Bites +12 melee (2d6+6)
Full Attack: 6 Bites +12 melee (2d6+6)

Why the 1.5×STR when they have multiple attacks?

Skills: Hide +12, Knowledge (Wildspace) +13, Listen +14, Move Silently +12, Search +17, Spot +14, Wildspace Survival +14

There might be 8 more skill points spent than available.

Full Attack: The Beholder Eater can make a Full Attack with it's Bites as a Full Action. If the Beholder Eater has advanced Hit Dice, it gains an additional Bite attack with every even Hit Die (12th, 14th, etc.).

I don't understand the first half of this ability.

Immunity to Magic (Ex): The Beholder Eater is immune to all Mind-Affecting Effects, and any spell or ability that alters it's physical form (petrification, polymorph, disintegration, etc.).

Name's a tad misleading, seeing how it's not, like, actually immune to magic.

Removed From Nature (Ex): The Beholder Eater is unaffected by extremes of temperature and pressure, doesn't need to breathe, and can survive in Wildspace with no ill effects. It can go a number of months equal to it's Con modifier without food or water before it needs to make saves against starvation/dehydration. If one of it's 'heads' is destroyed, it will regenerate over the courae of a year.

Nnice.

Combat: The Thagar are ambush predators who prefer to lie in wait, drawing prey into their lairs which are set up to aid the Thagar with traps.

How do they acquire and place the traps?

Pecker
Diminutive Outsider (Lawful, Native)

A BIRDY!

Armor Class: 15 (+2 Size, +3 Dex), touch 15, flat-footed 12

AC 17, T 17, FF 14 (size: Diminutive!).

Base Attack/Grapple: +1/-12

Grapple's -16 (-12 size, -5 STR).

Attack: Peck +4 melee (1 point plus Daze)
Full Attack: Peck +4 melee (1 point plus Daze)

+8 to hit (+1 BAB, +3 DEX, +4 size).

Peckers are agents of the Gawds, and appear as small Wrens.

Entirely too cute!!

They are sent to bedevil those who have angered the Gawds, insulting, and occasionally, pecking them (hence the name). They are divine trolls who are quite good at their job. Mostly because the Gawds do not allow them to be harmed, and if one is, the Gawds send more...persuasive...agents.

Insult (Su): The Pecker may insult someone as a Standard Action (this is a Sonic, Language Dependent, Mind-Affecting Effect). If the subject of the insult can hear and understand it, it must make a DC 12 Willpower Save (Save DC is Wisdom based) or take a -1 Morale Penalty to all attack rolls and skill or ability Checks for 1 hour. Multiple failed Saves are not cumulative.

What languages do they speak? I don't see that specified.

Invulnerability (Ex): Invulnerability is similar to Damage Reduction, but it also blocks damage from energy attacks, spells, spell-like abilities, and supernatural abilities. For example the Pecker has Invulnerability 5. That means it negates the first 5 points of damage from any attack (this includes untyped damage).

HAH!

Divine Protection (Su): Anything making an attempt to harm the Pecker is subjected to a Bestow Curse spell. They do not get a Saving Throw or Spell Resistance. Removal of this spell requires an Atonement, and then a Miracle.

HAH!! No hurting the BIRDIES! (I like this. A lot.)

Tweeter
Diminutive Outsider (Chaotic, Evil, Extraplanar)

And another BIRDY! This is a good batch for a good day.

Armor Class: 14 (+2 Size, +2 Dex), touch 14, flat-footed 12

AC 16, T 16, FF 14 (size).

Base Attack/Grapple: +1/-12

Grapple's -16, as above.

Attack: Beak +3 melee (1 point)
Full Attack: Beak +3 melee (1 point)

+7 to hit! (Because size.)

Tweeters appear to be raggedy cardinal birds with loose feathers, but are actually related to Demons. They send them to sabotage enemies by spreading rumors about them. They'e the demonic answer to Peckers.

Tweet (Su): As a Standard Action the Tweeter can sing a 'simple bird song' (this is a Sonic, Language Dependent, Mind-Affecting Effect). Any creature within 30 feet that can hear and understand it's song must make a DC 12 Willpower Saving Throw (Save DC is Cha based). Any creature that fails the Saving Throw will believe whatever lie or rumor the Tweeter attempts to spread for the next 8 hours, and will feel compelled to repeat it.

This is Evil, and in a very good way. Still, once again: what languages do they Tweet in?

Summon Tweeter (Sp): Once per day a Tweeter can attempt to summon another Tweeter with a 35% chance of success. This ability is the equivalent of a 1st-level spell

I mean, everything's better with more birdies.

"These are the Tweeters

, also known as the Xposters."

[Bhu]

How do they acquire and place the traps?

Your guess is as good as mine, they were a one off in the old edition of Spelljammer, and there is very little lore on them. I modified everything else, as per usual.