Critters III! Now also in 5e!

[Bhu]

Examiner
Medium Aberration
Hit Dice: 8d8+16 (52 hp)
Initiative: +2
Speed: 5 ft. (1 square), Fly 20 ft. (Good)
Armor Class: 17 (+2 Dex, +5 Natural), touch 12, flat-footed 15
Base Attack/Grapple: +6/+6
Attack: Eye Rays +8 Ranged Touch and Bite +8 melee (1d6) or by Light Mace +8/+3 Melee (1d6) or by Light Mace +6/+1/+1/+1 Melee (1d6)
Full Attack: Eye Rays +8 Ranged Touch and Bite +8 melee (1d6) or by Light Mace +8/+3 Melee (1d6) or by Light Mace +6/+1/+1/+1 Melee (1d6)
Space/Reach: 5 ft./5 ft.
Special Attacks: Eye Rays
Special Qualities: Flight, All-Around Vision, Darkvision 60 ft., Regeneration 1, SR 17, Spell Turning Ray
Saves: Fort +4, Ref +4, Will +10
Abilities: Str 10, Dex 14, Con 14, Int 18, Wis 15, Cha 14
Skills: Craft (any 1) +10, Hide +8, Knowledge (Arcana) +10, Knowledge (any 1) +10, Listen +11, Search +14, Spellcraft +12 (+14 Decipher scrolls), Spot +12, Survival +8 (+10 following tracks), Use Magic Device +11 (+13 w/scrolls)
Feats: Iron Will, Multiweapon Fighting, Weapon Finesse
Environment: Cold Hills
Organization: Solitary or Squad (4-10)
Challenge Rating: 5
Treasure: Standard
Alignment: Usually Lawful Neutral
Advancement: 9-16 HD (Medium), 17-24 HD (Large)
Level Adjustment: ---

The Examiner is a Beholderkin resembling a 4 ft. sphere with only 4 eyestalks, and a mouth on it's underside. It has 4 insectile limbs with gripper pads that come in handy for it's main profession as the scholars and clerks of the Beholder kingdoms. They study and attempt to enhance or improve upon magic items, and despite being second class citizens are well thought of by the Beholders due to their usefulness.

Eye Rays (Su): Each of a Examiners Eye Rays resembles a spell cast by an 8th level Caster. Each Eye Ray has a Range of 150 feet, and a Save DC of 16. Save is Charisma Based. The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The Rays include:

Either Enlarge or Reduce Person: The target must make a Fortitude Save or be affected as though by the spell, unlike normally this effect is not restricted to Humanoids.

Stone Shape: Unlike usual the ray reshapes and non-living, non-magical matter.

Either Identify or Legend Lore: You may only learn about the target of the ray.

Spell Turning (Sp): This isn't so much a ray as a protective ability you can activate at will as a Spell-Like Ability. This is an Immediate Action to use.

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.

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

Regeneration (Ex): The Examiner's Regeneration does not work against Fire or Acid damage.

Combat: Examiner's aren't meant much for combat, They rely on weapons or magical items, and hope that more powerful backup arrives quickly.



Examiner
"Blorb! Stop fiddling with that unknown blob that fell from the sky, and catalogue the new entries."

Prtty Bureacrats and Scrobes of the Beholders
"Excuse me, we're with Mutual of Gnomeahaw."

"We're here for our first interview."

"Who let these Pinkies in here?"

Voted Most Likely To Destroy The Behoolder Kingdoms

"No slurs please, we're a family show."

"Jim..."

"You the Gnome (beeps)? Room 12."

"Excuse me?"

"Here we go..."

"Are ya deaf Pinky? Room 12."

"Corporate owes us big for this..."

[Bhu]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*See Spell Compendium.

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

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


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

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



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

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

"Indeed. General Zod?"

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

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

"Beholder armies are not defensive by nature."

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

"Kneeling before me is required."

[Metastachydium]

The Voyeur

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

Well. This escalated quickly.

they will try to hide and snipe with their Slow or Paralysis eye rays

They don't have a Slow eye, though.

The Speaker

Feats: Ability Focus (Fascinate)

The ability's called Facination everywhere else.

Skills

Some 10 skill points remain available.

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

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

Inflict Moderate Wounds: This works like the spell causing 2d8+15 points of damage (Will Save for half damage).

Additional damage for IWM is normally capped at +10. Is it intentionally higher here?

Watcher

Challenge Rating: 2

Shocking Tentacle (Su): Opponents hit by the Watcher's Tentacle take 1d6 Electricity damage and must make a DC 15 Fortitude Save (Save DC is Charisma based) or be Paralyzed for 1d4+1 rounds.

Eye Powers (Sp): The Watcher may cast the following as Spell-Like Abilities at will: Detect Thoughts, Major Image, Message, Shadow Evocation, Suggestion, Telekinesis, Teleport, True Seeing

Wait, WHAT? How's this thing CR 2??

Observer

Attack: Bite +9 melee plus Eye Rays +9 ranged touch
Full Attack: 3 Bites +9 melee plus Eye Rays +9 ranged touch

So, um, the bites deal no damage?

Skills:

2 skill points remain unspent.

Special Attacks: Eye Rays, Improved Grab, Blood Drain, Psionics

Main Eyes (Su): Each of the 3 main eyes can project a ray out to a range of 120 ft, with a Save DC 0f 17 (Saves are Charisma based). Each of the main eyes can produce one of the following effects (Caster Level is 10 is used to duplicate a spell): Bigby's Forceful Hand, Protection from Arrows, Orb of Force (see Spell Compendium).

Main Eyes doesn't appear in the SA line of the statblock.

Examiner

Attack: Eye Rays +8 Ranged Touch and Bite +8 melee (1d6) or by Weapon +8/+3 Melee or by Weapon +4/+4/+4/-1 Melee
Full Attack: Eye Rays +8 Ranged Touch and Bite +8 melee (1d6) or by Weapon +8/+3 Melee or by Weapon +4/+4/+4/-1 Melee

Okay, I get it, Beholderkin get to do a lot of **** with a standard action, but I don't think they should be able to cram four odd weapon attacks in there. (Also, if it has four hands, it should have 4 attacks with the first iterative and one with the second. (Also also, why don't they just use light weapons in the off-hands?))

Skills: Craft (any 1) +10, Hide +8, Knowledge (Arcana) +10, Knowledge (any 1) +7, Listen +8, Search +14, Spellcraft +10, Spot +12, Survival +8, Use Magic Device +11

I count 8 skill points remaining.

Eye Rays (Su): Each of a Examiners Eye Rays resembles a spell cast by an 8th level Caster. Each Eye Ray has a Range of 150 feet, and a Save DC of 16. Save is Charisma Based. The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The Rays include:

Either Enlarge or Reduce Person: The target must make a Fortitude Save or be affected as though by the spell, unlike normally this effect is not restricted to Humanoids.

Stone Shape: Unlike usual the ray reshapes and non-living, non-magical matter.

Either Identify or Legend Lore: You may only learn about the target of the ray.

Spell Turning: This isn't so much a ray as a protective ability you can activate at will as a Spell-Like Ability. This is an Immediate Action to use.

I think Spell Turning should be an Sp ability of its own, seeing how it's explicitly not Su and doesn't work the way the other eye effects work.

♣

I might look at the big one later. It's very big.

[Metastachydium]

And here we go! Part the Second:

Dire Beholder

Special Attacks: Eye Rays
Special Qualities: All-Around Vision, Anti-Magic Blast, Darkvision 120 ft., Flight, SR 38, DR 10/Epic

I'd argue that Anti-Magic Blast is very strictly an SA rather than an SQ.

Skills: Bluff +15, Concentration +20, Intimidate +20, Knowledge (Arcana, Dungeoneering, Geography, Nature) +15, Listen +22, Search +20, Spot +23, Survival +20

It still has some 6 skill points available, by my count.

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

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

Dominate what? (Also, no. 9 seems to have that area covered quite thoroughly.)

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

This is called Anti-Magic Blast in the statblock. Also, Su or Sp?

[Bhu]

Wait, WHAT? How's this thing CR 2??


Okay, I get it, Beholderkin get to do a lot of **** with a standard action, but I don't think they should be able to cram four odd weapon attacks in there. (Also, if it has four hands, it should have 4 attacks with the first iterative and one with the second. (Also also, why don't they just use light weapons in the off-hands?))

I made some revisions to everything. I was hella tired last week.

[Bhu]

Eye of Flame
Large Aberration
Hit Dice: 8d8+16 (52 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 30 ft. (Average)
Armor Class: 21 (-1 Size, +2 Dex, +10 Natural), touch 11, flat-footed 19
Base Attack/Grapple: +6/+10
Attack: Eye Rays +7 Ranged Touch and Bite +0 melee (1d8)
Full Attack: Eye Rays +7 Ranged Touch and Bite +0 melee (1d8)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Central Eye, Explosion
Special Qualities: Flight, All-Around Vision, Darkvision 60 ft.
Saves: Fort +4, Ref +4, Will +9
Abilities: Str 10, Dex 14, Con 14, Int 13, Wis 13, Cha 15
Skills: Hide +3, Knowledge (Arcana) +7, Listen +7, Search +10, Spot +10, Survival +7
Feats: Flyby Attack, Improved Initiative, Iron Will
Environment: Cold Hills
Organization: Solitary, Pair or Cluster (3-6)
Challenge Rating: 9
Treasure: Standard
Alignment: Usually Lawful Evil
Advancement: 9-16 HD (Large), 17-24 HD (Huge)
Level Adjustment: ---

Eyes of Flame are Beholder-kin engineered to be living artillery, and are unusually cooperative. Unlike most Beholders they can work in groups, and aren't egotistical enough to bristle at being given commands by superiors. Besides their eye rays they can be told apart from other Beholders by their dark red-brown chitinous armor and slit pupil.

Eye Rays (Su): Each of an Eye of Flames Eye Rays resembles a spell cast by a 10th level Caster. Each Eye Ray has a Range of 150 feet, and a Save DC of 16. Save is Charisma Based. The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The Rays include:

Fear: The target of this ray must make a Willpower Save or be affected as if by a Fear spell.

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 Willpower Save.

Fire: The target of this ray must make a Willpower Save or be affected as if by a Blast of Flame spell (see Sell Compendium). 8 of the Eye of Flames eye rays are Fire rays.

Central Eye (Su): The Eye of Flames central eye emits a 150 ft. cone of magical energy that renders opponents within it's area of effect vulnerable (i.e. takes double damage)to fire based attacks if they fail a DC 16 Willpower Save (Save DC is Charisma based). Opponents who fail their Saving Throw take double damage from Fire attacks, and automatically catches fire if exposed to flame (see DMG).

Explosion (Su): When killed the Eye of Flame explodes in a fiery inferno doing 10d6 Fire damage in a 15 ft. area (potential victims can make a DC 16 Reflex Save for half damage, Save DC is Charisma based).

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.

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

Combat: Eyes of Flame usually close in so opponents will be within the area of effect with their central eye before blasting away with their fire rays. Fear and Telekinesis are used to distract opponents if there are multiple foes.



Eye of Flame
"Good evening, and welcome to Mutual of Gnomeahaw's Wild Kingdom! I'm your host Harlan Jergens, and this is my assistant Jim! Today on Wild Kingdom we're still talking to General Zod of the Beholder Kingdoms."

Unusually Cooperative
"So the Eyes of Flame are considered Beholderkin? But they look just like you."

"Jim..."

"That is insultingly racist. Clearly he is of a different size and color."

Bred for War
"So most of their eyes are flame rays? Doesn't that reduce their utility?"

"They have but one purpose. They do not need utility."

"How do they feel about this?"

"Private Warshowski, how do you feel?"

"FIRE IS THE ANSWER TO ALL OF LIFE'S PROBLEMS SIR!"

[Bhu]

Eye of Frost
Large Aberration
Hit Dice: 8d8+24 (60 hp)
Initiative: +7
Speed: 5 ft. (1 square), Fly 20 ft. (Average)
Armor Class: 22 (-1 Size, +3 Dex, +10 Natural), touch 12, flat-footed 19
Base Attack/Grapple: +6/+11
Attack: Eye Rays +8 Ranged Touch and Bite +1 melee (1d8)
Full Attack: Eye Rays +8 Ranged Touch and Bite +1 melee (1d8)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Central Eye
Special Qualities: Flight, All-Around Vision, Darkvision 60 ft., Ice Armor
Saves: Fort +5, Ref +5, Will +9
Abilities: Str 12, Dex 16, Con 16, Int 11, Wis 12, Cha 15
Skills: Hide +2, Knowledge (Arcana) +4, Listen +4, Search +7, Spot +7, Survival +8
Feats: Flyby Attack, Improved Initiative, Iron Will
Environment: Cold Hills and Mountains
Organization: Solitary, Pair or Cluster (3-6)
Challenge Rating: 9
Treasure: Standard
Alignment: Usually Lawful Evil
Advancement: 9-16 HD (Large), 17-24 HD (Huge)
Level Adjustment: ---

The Eyes of Frost are pale white Beholderkin known for their solitary natures and extreme cruelty. They will work as mercenaries, but only for employers that let them indulge their sadistic urges.

Eye Rays (Su): Each of an Eye of Frosts Eye Rays resembles a spell cast by a 10th level Caster. Each Eye Ray has a Range of 150 feet, and a Save DC of 16. Save is Charisma Based. The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The Rays include:

Frost: The target of this ray must make a Willpower Save or be affected as if by an Ice Blast spell (see Complete Arcane). 5 of the Eye of Frosts eye rays are Frost rays.

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 Willpower Save.

Ice: The target of this ray must make a Willpower Save or be affected as if by a Freeze spell (see Spell Compendium). 4 of the Eye of Frosts eye rays are Ice rays.

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.

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.

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

Ice Armor (Su): When it drops to 30 hit points or less, the Eye of Frost gains a +2 Bonus to Armor Class and Fortitude Saves for the rest of the encounter.

Combat: The Eye of Frost uses it's Ice ray to immobilize melee opponents, and Telekinesis to reel opponents into the area of effect of it's central eye.



Eye of Frost
"Next up are the Eyes of Frost, bred for our enemies who are vulnerable to cold. I suppose you think they look like me too?"

Renowned Sadists
"Superficially, yes. I meant no offense earlier."

"Jim..."

"Well, you are a Ranger. Your type is known for their vicious supremism.."

Also Bred for War
"So most of their eyes are ice rays I'm betting?"

"How do you know our state secrets?"

"When you're predictable enough, there are no secrets."

"Are you implying something?"

"WILL YOU LOT PIPE DOWN? WE'RE TRYING TO TORTURE FLIES OVER HERE!"

"Why no sir, I'm not implying a thing."

[Bhu]

Eye of Shadow
Large Aberration
Hit Dice: 8d8+16 (52 hp)
Initiative: +7
Speed: 5 ft. (1 square), Fly 30 ft. (Average)
Armor Class: 22 (-1 Size, +3 Dex, +10 Natural), touch 12, flat-footed 19
Base Attack/Grapple: +6/+14
Attack: Eye Rays +8 Ranged Touch and Bite +4 melee (1d8+2)
Full Attack: Eye Rays +8 Ranged Touch and Bite +4 melee (1d8+2)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Central Eye, Sneak Attack +2d6
Special Qualities: Flight, All-Around Vision, Darkvision 60 ft., Shadowwalk, Shadow Regeneration
Saves: Fort +4, Ref +5, Will +10
Abilities: Str 18, Dex 16, Con 14, Int 19, Wis 14, Cha 15
Skills: Hide +7 (+17 in shadow), Intimidate +9, Knowledge (Arcana, The Planes) +9, Listen +11, Move Silently +13, Search +14, Spot +16, Survival +8
Feats: Flyby Attack, Improved Initiative, Iron Will
Environment: Cold Hills
Organization: Solitary, Pair or Cluster (3-6)
Challenge Rating: 9
Treasure: Standard
Alignment: Usually Lawful Evil
Advancement: 9-16 HD (Large), 17-24 HD (Huge)
Level Adjustment: ---

Eyes of Shadow are Beholders warped by constant exposure to the Shadowfell (and probably less mentionable powers as well). They appear as little more than blobs of animate darkness with writhing eyestalks.

Eye Rays (Su): Each of an Eye of Shadows Eye Rays resembles a spell cast by a 10th level Caster. Each Eye Ray has a Range of 150 feet, and a Save DC of 16. Save is Charisma Based. The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The Rays include:

Blinding: The target of this ray must make a Reflex Save or be affected as if by a Sunburst spell. 4 of the Eye of Shadows eye rays are Blinding rays.

Thundering: The target of this ray must make a Fortitude Save or be affected as if by a Greater Shout spell. 4 of the Eye of Shadows eye rays are Thundering rays.

Shadowbond: The target of this ray must make a Willpower Save or be affected as if by a Venom Bolt spell (see Serpent Kingdoms). Unlike normal it is negative energy damage instead of acid, and until the victim shrugs off paralysis her is surrounded by Darkness (as per the spell of the same name) in a 5 foot area. 2 of the Eye of Shadows eye rays are Shadowbond rays.

Central Eye (Su): The Eye of Shadows 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 Dexterity Bonus to AC for 1 round (a new save must be made each round the victim remains within the area of effect).

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.

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

Sneak Attack This is identical to the Rogue Ability on pg. 50 of the PHB, doing +2d6 damage when appropriate. The Eye of Shadow may use this with their Eye Rays at full range.

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

Skills: Eyes of Shadow have a +10 Circumstance Bonus to Hide Checks in areas of deep shadow or total darkness.

Combat: The Eye of Shadow targets as many opponents as it can with it's Shadowbond rays to create darkness it can use to escape it things don't go well. After that it gets as much of the group as it can within it's central eyes area, and blasts away.



Eye of Shadow
"Next up is our Space Force! Beholders we have sent to explore the furthest realms. Sadly, most of them are no longer truly Beholders when they return."

Bound to the Shadowfell
"That looks more like an animated shadow."

"Victim of the Shadowfell I presume?"

"Indeed. He's our top assassin."

A Wee Bit Sus, Even For Beholders
"How do you know he's still on your side?"

"I don't, but he is weaker than I, and therefore of no consequence."

"Rumor has it that he's tried to kill you."

"Indeed he has. Private Pistachio, how many assassination attempts have you made upon me?"

"That you know of? Three."

[Bhu]

Bloodkiss

Bloodkiss is an Acquired Template that can be applied to a Deathkiss Beholderkin. They have somehow been exposed to a form of vampirism through their blood drinking habits, and become vampires as well. That and necromantic experiments are the two leading theories.

Size and Type: Size is unchanged, Type becomes Undead.

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

Speed: Unchanged.

Armor Class: Natural AC Bonus increases by +6.

Attacks: Unchanged.

Damage: Unchanged.

Special Attacks: The Base Creature retains all Special Attacks (except Electric Aura and Death Shiver) and gains the following:

Blood Drain (Ex): The Save DC is now Charisma based.

Blood Call (Su): once every 1d4 rounds a Bloodkiss may curse an opponent it has drawn blood from as a Standard Action. The opponent must be within 25 ft., and it must make a Fortitude Save (Save DC s Charisma based) or be Stunned 1 round, and then Slowed the round after.

Death Scream (Su): Once every 1d4 rounds the Bloodkiss can unleash a terrifying unholy scream that affects all living creatures within a 30 ft cone. Opponents within the area of effect take 12d6 damage and are Dazed 1 round, but can make a successful Willpower Save for half damage and to negate the Daze (Save DC is Charisma based).

Special Qualities: The Base Creature retains all it's Special Qualities except Electric Aura and Death Shiver but gains the following:

Damage Reduction (Ex): A Bloodkiss has damage reduction 10/silver and magic. A Bloodkiss' natural weapons are treated as magic weapons for the purpose of overcoming damage reduction.

Resistances (Ex): A Bloodkiss has resistance to cold 10 and electricity 10.

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

Light Vulnerability: Exposing a Bloodkiss 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.

Saves: Unchanged other than due to Ability Score increases.

Abilities: +6 Str, +4 Dex, +2 Int, +4 Wis, +4 Cha. Being Undead, it has no Con score.

Skills: Bloodkiss have a +8 racial bonus on Bluff, Hide, Listen, Move Silently, Search, Sense Motive, and Spot checks. Otherwise same as the base creature.

Feats: Bloodkiss gain Alertness, Combat Reflexes, Dodge, Improved Initiative, and Lightning Reflexes, assuming the base creature meets the prerequisites and doesn’t already have these feats.

Environment: Unchanged.

Organization: Unchanged.

Challenge Rating: +3

Treasure: Standard.

Alignment: Neutral or Chaotic Evil.

Advancement: Unchanged.

Level Adjustment: ---


Bloodkiss
Large Undead
Hit Dice: 12d12 (78 hp)
Initiative: +8
Speed: 5 ft. (1 square), Fly 30 ft. (Good)
Armor Class: 24 (-1 Size, +4 Dex, +11 Natural), touch 13, flat-footed 20
Base Attack/Grapple: +9/+19
Attack: Tentacle +14 melee (1d4+6 plus blood drain)
Full Attack: 11 Tentacle +14 melee (1d4+6 plus blood drain)
Space/Reach: 10 ft./5 ft. (20 feet with Tentacles)
Special Attacks: Improved Grab, Blood Drain, Energy Drain, Blood Call, Death Scream
Special Qualities: Flight, Darkvision 60 ft., Undead traits, DR 10/Silver and Magic, Energy Resistance 10 (Cold, Electricity), Turn Resistance, Light Vulnerability
Saves: Fort +6, Ref +10, Will +13
Abilities: Str 22, Dex 18, Con -, Int 12, Wis 16, Cha 18
Skills: Bluff +12, Hide +15, Listen +20, Move Silently +12, Search +20, Sense Motive +11, Spot +20, Survival +12
Feats: Alertness, Combat Reflexes, Dodge, Great Fortitude, Improved Initiative, Iron Will, Lightning Reflexes, Weapon Focus (Tentacle)
Environment: Any Land
Organization: Solitary
Challenge Rating: 14
Treasure: Standard
Alignment: Neutral or Chaotic Evil.
Advancement: 13-15 HD (Large), 16-30 (Huge), 31-36 HD (Gargantuan)
Level Adjustment: ---

mproved Grab (Ex): To use this ability, the Bloodkiss must hit with a tentacle attack. It can immediately make a Grapple attempt as a Free Action without provking an attack of opportunity.

Blood Drain (Ex): A living creature hit by a Bloodkiss tentacle must make a DC 20 Fortitude check (Save DC is Charisma based). Failure causes the creature to take 1d3 points of temporary Constitution damage and allows the Bloodkiss to recover 1d6 hit points of damage it has suffered, just as if it had the fast healing ability.

Flight (Ex): A Bloodkiss’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 feather fall effect with personal range.

Blood Call (Su): once every 1d4 rounds a Bloodkiss may curse an opponent it has drawn blood from as a Standard Action. The opponent must be within 25 ft., and it must make a DC 20 Fortitude Save (Save DC s Charisma based) or be Stunned 1 round, and then Slowed the round after.

Death Scream (Su): Once every 1d4 rounds the Bloodkiss can unleash a terrifying unholy scream that affects all living creatures within a 30 ft cone. Opponents within the area of effect take 12d6 damage and are Dazed 1 round, but can make a successful DC 20 Willpower Save for half damage and to negate the Daze (Save DC is Charisma based).



Bloodkiss
"These are Death Kiss Beholderkin we sent out into the astral sea. They came back as Vampires."

Beholder Vampires
"The Death Kiss were already vampires."

"No, I think they were still living."

"Correct. These are truly undead."

Even Other Beholders Find Them Creepy
"How do you keep their urges under control?"

"We feed them political prisoners."

"What qualifies one to be a political prisoner?"

"Why, not being a True Beholder of course."

"I require a halfling. Someone will bring unto me a halfling, or there will be hell to pay."

[Bhu]

Eye of Chaos
Large Aberration
Hit Dice: 10d8+60 (105 hp)
Initiative: +8
Speed: 5 ft. (1 square), Fly 40 ft. (Average)
Armor Class: 33 (-1 Size, +4 Dex, +20 Natural), touch 13, flat-footed 29
Base Attack/Grapple: +7/+12
Attack: Eye Rays +10 Ranged Touch and Bite +2 melee (1d8)
Full Attack: Eye Rays +10 Ranged Touch and Bite +2 melee (1d8)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Central Eye, Ripple of Chaos
Special Qualities: Flight, All-Around Vision, Darkvision 60 ft.
Saves: Fort +11, Ref +7, Will +11
Abilities: Str 13, Dex 18, Con 22, Int 17, Wis 15, Cha 15
Skills: Hide +10, Intimidate +8, Knowledge (Arcana) +12, Listen +12, Search +17, Spot +17, Survival +12
Feats: Flyby Attack, Great Fortitude, Improved Initiative, Iron Will
Environment: Cold Hills
Organization: Solitary
Challenge Rating: 13
Treasure: Standard
Alignment: Usually Chaotic Evil
Advancement: 11-20 HD (Large), 21-30 HD (Huge)
Level Adjustment: ---

Eyes of Chaos are mutated Beholders warped by the power of the Abyss. they are living engines of destruction, crushing everything in their path.

Eye Rays (Su): Each of an Eye of Chaos' Eye Rays resembles a spell cast by a 12th level Caster. Each Eye Ray has a Range of 150 feet, and a Save DC of 17. Save is Charisma Based. The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The Rays include:

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 Willpower Save.

Blinding: The target of this ray must make a Willpower Save or be affected as if by a Wrack spell (see Spell Compendium). 2 of the Eye of Chaos' eye rays are Blinding rays.

Confounding: The target of this ray must make a Willpower Save or be affected as if by a Blast of Force spell (see Lords of Madness). In addition the victim is knocked back 10 ft and Dazed for 1 round. 3 of the Eye of Chaos' eye rays are Confounding rays.

Maddening: The target of this ray must make a Willpower Save or be affected as if by a Dominate spell.

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

Teleporting: The target of this ray must make a Willpower Save or be affected as if by a Trobriand's Baleful Teleport spell (max range is 150 ft, see City of Splendors: Waterdeep).

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 17 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.

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.

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

Combat: Eyes of Chaos spray and pray with their rays, blasting opponents with their Ripple of Chaos power if injured.




Eye of Chaos
"These are former Beholders who ventured into the Abyss. They have come back as much Fiend as Beholder. We call them the Eyes of Chaos."

Crazed Engines of Destruction
"I can't help nut notice they're in force cubes."

"I take it they are troublesome?"

"If by 'troublesome' you mean mouth-frothingly insane, then yes."

They Never Stop Screaming
"So they're too dangerous to let free?"

"All Beholders are dangerous, these also lack self control."

"Of what use are they to your army then?"

"We send them in first when we can't determine how safe an area is."

"I AM THE MONKEY OF TERROR!"

"Also, we find the things they say to be darn funny."

[Bhu]

Eye of Despair
Large Aberration
Hit Dice: 8d8+48 (84 hp)
Initiative: +8
Speed: 5 ft. (1 square), Fly 40 ft. (Average)
Armor Class: 26 (-1 Size, +4 Dex, +13 Natural), touch 13, flat-footed 22
Base Attack/Grapple: +6/+11
Attack: Eye Rays +9 Ranged Touch and Bite +1 melee (1d8)
Full Attack: Eye Rays +9 Ranged Touch and Bite +1 melee (1d8)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Central Eye
Special Qualities: Flight, All-Around Vision, Darkvision 60 ft., Ripple of Despair
Saves: Fort +8, Ref +6, Will +10
Abilities: Str 13, Dex 18, Con 22, Int 17, Wis 15, Cha 15
Skills: Hide +10, Knowledge (Arcana) +13, Listen +12, Search +14, Spot +14, Survival +12
Feats: Flyby Attack, Improved Initiative, Iron Will
Environment: Cold Hills
Organization: Solitary, Pair or Cluster (3-6)
Challenge Rating: 10
Treasure: Standard
Alignment: Usually Chaotic Evil
Advancement: 9-16 HD (Medium), 17-24 HD (Large)
Level Adjustment: ---

Eyes of Despair are much like the Eyes of Chaos, Beholders warped by the powers of the Abyss. In this case, Orcus.

Eye Rays (Su): Each of an Eye of Shadows Eye Rays resembles a spell cast by a 10th level Caster. Each Eye Ray has a Range of 150 feet, and a Save DC of 16. Save is Charisma Based. The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The Rays include:

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 Willpower Save.

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.

Weakening: The target of this ray must make a Fortitude Save or be affected as if by an Energy Ebb spell (see Spell Compendium). 2 of the Eye of Despairs eye rays are Weakening rays.

Despair: The target of this ray must make a Willpower Save or be affected as if by a Crushing Despair spell. 3 of the Eye of Despairs eye rays are Despair rays.

Maddening: The target of this ray must make a Willpower Save or be affected as if by a Dominate spell.

Teleporting: The target of this ray must make a Willpower Save or be affected as if by a Trobriand's Baleful Teleport spell (max range is 150 ft, see City of Splendors: Waterdeep).

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).

Ripple of Despair (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.

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.

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

Combat: Eyes of Despair are used as guards. They weaken invaders with their eye rays so that their more powerful demonic allies can move in to mop up.



Eye of Despair
"And this is Private Leo. Private Leo is...special."

Servants of Orcus
"He looks too depressed to move."

"Is he also an Eye of Chaos?"

"We refer to him as the 'Eye of Despair'."

They Hate Life
"What's wrong with him?"

"A Demon Lord claimed he could fix him. He came back worse."

"What does he do?"

"Sulks mostly."

"Gloom, despair, and agony on me!
Deep, dark depression, excessive misery!
If it weren’t for bad luck, I’d have no luck at all!
Gloom, despair, and agony on me!"

"Oh, and he sings that song. A lot."

[Bhu]

Orbus (Spelljammer)
Medium Aberration
Hit Dice: 5d8+10 (32 hp)
Initiative: +1
Speed: 5 ft. (1 square), Fly 20 ft. (Good)
Armor Class: 11 (+1 Dex), touch 11, flat-footed 10
Base Attack/Grapple: +3/+2
Attack: Bite +2 melee (1d4-1)
Full Attack: Bite +2 melee (1d4-1)
Space/Reach: 5 ft./5 ft.
Special Attacks: -
Special Qualities: Antimagic Cone, Darkvision 60 ft., Flight, Mindless
Saves: Fort +3, Ref +2, Will +5
Abilities: Str 8, Dex 12, Con 14, Int -, Wis 12, Cha 2
Skills: -
Feats: -
Environment: Wildspace
Organization: Solitary or Pack (1-6)
Challenge Rating: 2
Treasure: None
Alignment: Usually Neutral
Advancement: 6-10 HD (Medium)
Level Adjustment: ---

The Orbus are pale, stunted Beholders covered in dry skin as opposed to their usual armored hide. They are chalk white with filmed over eyes (the smaller eyestalks are blind) and an all but toothless mouth. Somehow the mindless Orbus are living Spelljammer helms able to focus the powers of their brethren into motive force. It is unclear if they are born this way, or this is some sort of punishment for Beholders who violate the laws of their species.

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. Once per round the Beholder may decide whether the cone is active or not by shutting it's eye as a Free Action.

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: Orbus rarely fight, or even react to the presence of others. Usually they will flee if pressed unless starving or angry.



Orbus
"I'm sure you've heard of spelljamming ships. We've made use of those for exploring too."

Living Spelljammer Helms
"Sweet Jebus, what happened to that guy?."

"Is...is he the pilot?"

"Sadly yes. Piloting ships is not easy on our kind. One of the reasons we have decided to 'come out', so to speak, to the humanoids is so that we may hire them as pilots. It doesn't seem to bother your species as much."

Virtually Blind
"Is he okay?"

"In theory."

"What does he do when he's not piloting the ship?"

"Drool mostly."

"WAAAAAAAAAAAAAAAAAAAAAAAAAAGHHHH!"

"And scream. Goodness knows we can't forget the screaming. No matter how hard we try.."

[Bhu]

Kasharin (Spelljammer)

Kasharin is an Acquired Template that can be applied to a living Beholder, and perhaps some Beholderkin. Known as Beholder Mummies, the Kasharin are Beholders who have contracted a disease called the Blinding Rot, and they look like burned, blackened husks. Not truly dead, but not quite alive they are normally slain on sight but for the few being kept in study. The other beholders hope to turn them into some sort of weapon before they truly die. While the most famous colony is on the Spelljammer ship, the plague did not originate there, and rumors are it was designed to eliminate the Beholders xenophobia of their own species by uniting them all in a semi-undead state.

Size and Type: Unchanged.

Hit Dice: Unchanged.

Speed: Unchanged.

Armor Class: Natural Armor Bonus decreases by -4.

Attacks: Unchanged.

Damage: Unchanged.

Special Attacks: Retains none of the Special Attacks of the Base Creature but gains the following:

Deathcharm Eye (Su): The Kasharin's central eye continually emits a 150 foot Cone of bizarre magic. Beings within it's area of effect must make a Willpower Save (Save DC is Cha based with a +4 Racial Bonus) or be affected as if by a Charm Monster spell. Anything immune to a Charm Monster spell is instead affected by a Finger of Death spell. Caster Level in either case is equal to Hit Dice.

Blinding Rot (Su): Supernatural Disease—Injury (Bite), Fortitude Save, Incubation Period 1 minute; Initial and Secondary Damage 1d6 Con and 1d6 Cha. The save DC is Charisma-based. If the Beholder fails 3 Saves in a row, it becomes a Kasharin, and has it's temporary ability damage return at the rate of 2 points per day.

Unlike normal diseases, Blinding Rot continues until the victim reaches Constitution 0 (and dies) becomes a Kasharin or is cured as described below. Blinding Rot only affects Beholders.

Blinding Rot is a powerful curse, not a natural disease. A character attempting to cast any conjuration (healing) spell on a creature afflicted with blinding Rot must succeed on a DC 20 caster level check, or the spell has no effect on the afflicted character.

To eliminate Blinding Rot, the curse must first be broken with Break Enchantment or Remove Curse (requiring a DC 20 caster level check for either spell), after which a caster level check is no longer necessary to cast healing spells on the victim, and the Blinding Rot can be magically cured as any normal disease.

Special Qualities: Retains all Special Qualities of the Base Creature except All-Around Vision and Antimagic Cone. It also gains the following:

Caught Between Worlds (Ex): Though not Undead the Kasharin are healed by negative energy and harmed by positive energy similar to the Undead, and they are vulnerable to Turn/Rebuke Undead as well. Spells still detect them as living beings, but Mindless Undead see them as one of their own.

Saves: Recalculate Saves due to Ability changes.

Abilities: -2 Int, +2 Wis

Skills: Unchanged.

Feats: Unchanged.

Environment: The Spelljammer (Beholder tower)

Organization: Community (4-10)

Challenge Rating: -4

Treasure: None.

Alignment: Usually Neutral Evil

Advancement: Unchanged

Level Adjustment: ---


Old Xaxix (Beholder/Kasharin)
Large Aberration
Hit Dice: 11d8+44 (93 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 30 ft. (Good)
Armor Class: 22 (-1 Size, +2 Dex, +11 Natural), touch 11, flat-footed 20
Base Attack/Grapple: +8/+12
Attack: Bite +7 melee (2d4 plus Blinding Rot)
Full Attack: Bite +7 melee (2d4 plus Blinding Rot)
Space/Reach: 10 ft./5 ft.
Special Attacks: Deathcharm Eye, Blinding Rot
Special Qualities: Darkvision 60 ft., Flight, Caught Between Worlds
Saves: Fort +9, Ref +5, Will +12
Abilities: Str 10, Dex 14, Con 18, Int 15, Wis 17, Cha 15
Skills: Hide +12, Knowledge (Arcana) +16, Listen +19, Search +16, Spot +19, Survival +3 (+5 following tracks)
Feats: Flyby Attack, Great Fortitude, Improved Initiative, Iron Will, Alertness (B)
Environment: The Spelljammer (Beholder tower), or other 'leper' colonies
Organization: Community (4-10)
Challenge Rating: 9
Treasure: None
Alignment: Usually Neutral Evil
Advancement: 12-16 HD (Large), 17-33 HD (Huge)
Level Adjustment: ---

"In my day we didn't get high off the ship exhaust! We were True Beholders. You youngbloods wouldn't understand."

Deathcharm Eye (Su): The Kasharin's central eye continually emits a 150 foot Cone of bizarre magic. Beings within it's area of effect must make a DC 21Willpower Save (Save DC is Cha based with a +4 Racial Bonus) or be affected as if by a Charm Monster spell. Anything immune to a Charm Monster spell is instead affected by a Finger of Death spell. Caster Level in either case is equal to Hit Dice.

Blinding Rot (Su): Supernatural Disease—Injury (Bite), DC 17 Fortitude Save, Incubation Period 1 minute; Initial and Secondary Damage 1d6 Con and 1d6 Cha. The save DC is Charisma-based. If the Beholder fails 3 Saves in a row, it becomes a Kasharin, and has it's temporary ability damage return at the rate of 2 points per day.

Unlike normal diseases, Blinding Rot continues until the victim reaches Constitution 0 (and dies) becomes a Kasharin or is cured as described below. Blinding Rot only affects Beholders.

Blinding Rot is a powerful curse, not a natural disease. A character attempting to cast any conjuration (healing) spell on a creature afflicted with blinding Rot must succeed on a DC 20 caster level check, or the spell has no effect on the afflicted character.

To eliminate Blinding Rot, the curse must first be broken with Break Enchantment or Remove Curse (requiring a DC 20 caster level check for either spell), after which a caster level check is no longer necessary to cast healing spells on the victim, and the Blinding Rot can be magically cured as any normal disease.

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

Caught Between Worlds (Ex): Though not Undead the Kasharin are healed by negative energy and harmed by positive energy similar to the Undead, and they are vulnerable to Turn/Rebuke Undead as well. Spells still detect them as living beings, but Mindless Undead see them as one of their own.



Kasharin
"What are those beholderkin over there?"

Living Dead
"And why are they imprisoned?"

"Are they even alive?"

"We call them Kasharin. They're what happens when one of our species is exposed to a bizarre, space-borne plague. We aren't sure if they're truly alive or not."

Consider Themselves The Only True Beholders
"So they're quarantined for everyone's safety?"

"Just ours mostly. The plague doesn't include humanoids, and we aren't sure if you're carriers."

"Good evening sir. Can you hear us?"

"I wouldn't do that if I were you."

"Hello. Dave."

"My name is Jim."

"Soon you will all be one with us Dave."

"Peachy isn't he?"

[Bhu]

Astereater (Spelljamer)
Large Aberration
Hit Dice: 8d8+32 (68 hp)
Initiative: +6
Speed: Fly 20 ft. (4 squares, Good)
Armor Class: 24 (-1 Size, +2 Dex, +13 Natural), touch 11, flat-footed 22
Base Attack/Grapple: +6/+14
Attack: Bite +9 Melee (2d4+6)
Full Attack: Bite +9 Melee (2d4+6)
Space/Reach: 10 ft./5 ft.
Special Attacks: Improved Grab, Swallow Whole
Special Qualities: Darkvision 60 ft., Flight, Camouflage, DR 5/-
Saves: Fort +6, Ref +4, Will +7
Abilities: Str 18, Dex 14, Con 18, Int 8, Wis 13, Cha 10
Skills: Disguise +0 (+8 to pretend to be a rock), Hide +2 (+10 in Asteroid fields), Knowledge (Wildspace) +1, Listen +3, Search +1, Spot +3, Wildspace Survival +3
Feats: Flyby Attack, Improved Initiative, Skill Focus (Hide)
Environment: Wildspace
Organization: Solitary
Challenge Rating: 6
Treasure: Double Standard
Alignment: Usually Lawful Evil
Advancement: 9-16 HD (Large), 17-32 HD (Huge)
Level Adjustment: ---

Astereaters are primitive Beholder-kin resembling large rocks with large mouths and a single eye. They have their own language, though they have rarely been observed using it as they spend most of their lives living as simple ambush predators. True Beholders hate them, and try to wipe them out whenever possible. The Giff race has often been found working with them for unknown reasons.

Improved Grab (Ex): To use this ability, an Astereater must hit an opponent of up to one size smaller with its bite attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold and can try to swallow the foe the following round.

Swallow Whole (Ex): An Astereater can try to swallow a grabbed opponent of up to two sizes smaller by making a successful grapple check. The swallowed creature takes 1d6+4 points of bludgeoning damage and 4 points of acid damage per round from the Astereater's gizzard. A swallowed creature can cut its way out by using a light slashing or piercing weapon to deal 10 points of damage to the gizzard (AC 16). Once the creature exits, muscular action closes the hole; another swallowed opponent must cut its own way out.

An Astereater's gizzard can hold 1 Small, 8 Tiny, or 32 Diminutive or smaller opponents.

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

Camouflage (Ex): This is identical to the Ranger Ability listed in the PHB.

Skills: The Astereater has a +8 Racial Bonus on Hide Checks when in asteroid fields, and a +8 Racial Bonus to Disguise Checks to pretend to be a rock.

Combat: Astereater lurk near the periphery of asteroid or debris fields, and strike from ambush.

Note: 5E has a creature called the Eye Monger, which is clearly a variant of this, so there are no 5e stats I've done for the Astereater.

Astereater
"And this is Private Stone. We found him lurking in an Asteroid field in the Astral Sea. We think his species is distantly related to Beholderkin."

Ambush Predators
"He looks like he's made of rock"

"Are you sure he's not an elemental?"

"Very much so. One of the former Space Force members you'll meet today dissected several of his people."

Hard To Hurt
"Dissected?"

"The Space Force has had it's share of...odd encounters with forces beyond even our comprehension"

"So what did you find him doing?"

"Ambushing ships and eating the crew. They're obligate carnivores."

"I was promised a daily ration of ham for my services. Where is my (beeeep) ham?"

"Servants Ham! Now!"

[Bhu]

Pseudonatural Beholder aka the Ultimate Eye Tyrant
Huge Aberration (Extraplanar)
Hit Dice: 18d8+162 (243 hp)
Initiative: +5
Speed: 5 ft. (1 square), Fly 40 ft. (Average)
Armor Class: 32 (-2 Size, +1 Dex, +23 Natural), touch 9, flat-footed 31
Base Attack/Grapple: +13/+26
Attack: Eye Rays +12 Ranged Touch and Bite +11 melee (2d6+2)
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, Death Spasm
Special Qualities: Flight, All-Around Vision, Darkvision 60 ft., Spell Resistance 31, Immune to Petrification
Saves: Fort +17, Ref +7, Will +20
Abilities: Str 20, Dex 12, Con 28, Int 29, Wis 25, Cha 30
Skills: Bluff +22, Concentration +21, Hide +14, Intimidate +31, Knowledge (Arcana, The Planes, Religion) +30, Listen +28, Search +34, Spellcraft +30, Spot +32, Survival +28, Use Magic Device +24
Feats: Ability Focus (Central Eye), Alertness, Flyby Attack, Great Fortitude, Hover, Improved Initiative, Iron Will
Environment: The Far Realms
Organization: Solitary
Challenge Rating: 20
Treasure: Standard
Alignment: Any Evil
Advancement: 19-36 HD (Huge), 37-54 HD (Gargantuan)
Level Adjustment: ---

Pseudonatural Beholders originate in the Far Realms and draw their excessive power from some unknown source there. They are larger than the average Beholder, with thorns sprouting here and there from their chitin.

Eye Rays (Su): Each of a Pseudonatural Beholders 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 29. 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:

Madness: The target of this ray must make a Willpower Save or be affected as if by a Mass Charm Monster spell.

Unraveling: The target of this ray must make a Willpower Save or take 1d10 untyped damage. It must continue to make a new Save each round to avoid another 1d10 damage until one of the following spells is cast on it (or it makes a successful Saving Throw): Break Enchantment, Dispel Magic, Remove Curse, Miracle, Wish. If the victim dies this has similar effects to a Disintegrate spell.

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).

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

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 Willpower Save.

Frost: The target of this ray must make a Reflex Save or be affected as if by an Ice Blast spell (see Complete Arcane).

Petrification: The target of this ray must make a Fortitude Save or be affected as if by a Flesh to Stone spell.

Disintegration: The target of this ray must make a Fortitude Save or be affected as if by a Disintegration spell.

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.

Repulsion: The target of this ray must make a Willpower Save or be affected as if by a Bestow Curse spell. In addition it takes a Bull Rush attack as through struck by a Strength 25 Huge creature.

Central Eye (Su): The Pseudonatural Beholders central eye has 2 effects that it can switch between as a Swift Action once per round. The first is the standard Beholder antimagic, a 150 ft. cone whose area of effect is an Antimagic Field (caster Level 20th). The other effect is also a 150 cone that requires victims to make a DC 29 Willpower Save or be Dazed 1 round and Slowed as per the spell for as long as they remain within the Area of Effect.

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

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.

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

Combat: Pseudonatural Beholders target melee fighters with their secondary central eye effect before wreaking havoc with their area effect eye rays. Many snipe from long range as well.



Pseudonatural Beholder
"And this is former Space Force member Oryx. We sent him to the Far Realm to accrue power for our species. He came back changed. Not necessarily for the better."

Mutations From The Far Realm
"Jebus, He's huge. And behind a forcewall like most of the others I see."

"I assume he's dangerous?"

"He wants to take over the world for his new masters. And refuses to tell us who or what those masters may be."

Far More Powerful Than The Average Beholder
"So he did become more powerful then?"

"Quite a bit. Thats the other reason he's behind the forcewall, he's rather indiscriminate with his eye rays."

"So what's the plan for him?"

"Torturing him until he confesses."

"YOU WILL KNEEL BEFORE ME ZOD!"

"Keep talking (beep)."

[Bhu]

Voidsphere

Voidsphere is an Acquired Template that can be applied to any Beholder of Huge Size (i.e. at least 17 Hit Dice). Voidpsheres are Beholders who have traveled to the Far Realms and gotten trapped in one of the endless empty spaces. They emerge...changed. Now appearing as huge, swirling masses of multi-colored light with glowing eyespots that randomly wink in and out of existence. They seem to take great pleasure in studying the anatomy of other species (though the same cannot be said for their subjects).

Size and Type: Voidsphere Beholders change to the Outsider Type with the Extraplanar and Chaotic Subtypes.

Hit Dice: Unchanged.

Speed: Flight speed doubles to 40 ft.

Armor Class: See below.

Attacks: BAB must be recalculated due to Type change.

Damage: Unchanged.

Special Attacks: Retains all Special Attacks of the base creature except as follows:

Void Reality (Su): The Voidsphere's Eye rays ignore Energy Resistance or Immunity.

Eye Rays (Su): The Voidsphere retains it's Disintegration and Finger of Death rays plus gain the following (Caster Level is equal to (HD+2):

Force: The target of this ray must make a Fortitude Save or be affected as if by a Blast of Force spell (see Spell Compendium).

Prismatic: The target of this ray must make a Save or be affected as if by a Prismatic Ray spell (exact Saving Throw varies, see the Prismatic Ray spell in Spell Compendium).

Madness: The target of this ray must make a Willpower Save or move up to twice it's normal Movement speed and attack one of it's allies gaining a +4 Morale Bonus on Damage rolls.

Vanishing: The target of this ray must make a Willpower Save or be affected as if by an Inflict Serious Wounds spell. In addition it is removed to the Ethereal Plane until the Beholder's next turn, and is Dazed until the turn after.

Central Eye (Su): Instead of Antimagic the Voidsphere's central eye emits a 150 ft. cone of magical energy that requires opponents within it's area of effect who use a Spell, Psionic Power, Spell-Like Ability, or Supernatural Ability to make a Willpower Save (Save DC is Charisma based) . Opponents who fail the Save are Stunned for 1 round. It can fire it's eye rays into the area of effect with impunity. The Save DC of the Voidspheres Eye Rays in this area are increased by +2.

Special Qualities: Retains all Special Qualities of the base creature except as follows:

True Sight (Su): The Voidsphere permanently gains the benefits of the True Seeing spell (Caster Level equal to HD).

Far Realm Native (Ex): The Voidsphere permanently gains the benefits of the Avoid Planar Effects spell. The Natural Armor Bonus of the Base Creature becomes a Deflection Bonus instead.

Saves: Saves must be recalculated due to Type change.

Abilities: +10 Str, +4 Dex, +10 Con, +10 Int, +6 Wis, +4 Cha

Skills: Skills must be recalculated due to Type Change.

Feats: Unchanged.

Environment: The Far Realms

Organization: Solitary

Challenge Rating: +3

Treasure: Unchanged

Alignment: Always Chaotic Evil.

Advancement: Unchanged.

Level Adjustment: ---


Patient 01 (20 HD Beholder/Voidsphere)
Huge Outsider (Chaos, Extraplanar)
Hit Dice: 20d8+220 (310 hp)
Initiative: +7
Speed: 5 ft. (1 square), Fly (40 ft., Good)
Armor Class: 29 (-2 Size, +3 Dex, +18 Deflection), touch 29, flat-footed 26
Base Attack/Grapple: +15/+32
Attack: Eye Rays +16 ranged and 1 Bite +17 melee (2d6+13)
Full Attack: Eye Rays +16 ranged and 1 Bite +17 melee (2d6+13)
Space/Reach: 15 ft./10 ft.
Special Attacks: Void Reality, Eye Rays, Central Eye
Special Qualities: True Seeing, Flight, Far Realms Native, All-Around Vision
Saves: Fort +25, Ref +15, Will +19
Abilities: Str 28, Dex 16, Con 32, Int 27, Wis 21, Cha 19
Skills: Hide, Knowledge (Arcana, The Planes), Listen, Search, Spot, Survival
Feats: Ability Focus (Central Eye), Alertness, Flyby Attack, Great Fortitude, Hover, Improved Initiative, Iron Will
Environment: The Far Reams
Organization: Solitary
Challenge Rating: 17
Treasure: Double Standard
Alignment: Always Chaotic Evil
Advancement: 21-33 HD (Huge)
Level Adjustment: ---

Void Reality (Su): The Voidsphere's Eye rays ignore Energy Resistance or Immunity.

Eye Rays (Su): Each of a Voidsphere's Eye Rays resembles a spell cast by a 22nd level Caster. Each Eye Ray has a Range of 150 feet, and a Save DC of 24. Save is Charisma Based. The rays follow the rules for spell rays (see Aiming A Spell, page 175 of PHB). The Rays include:

Disintegration: The target must make a Fortitude Save or be affected as if by a Disintegration spell.

Death: The target must make a Fortitude Save or be affected as if by a Finger of Death spell.

Force: The target of this ray must make a Fortitude Save or be affected as if by a Blast of Force spell (see Spell Compendium).

Prismatic: The target of this ray must make a Save or be affected as if by a Prismatic Ray spell (exact Saving Throw varies, see the Prismatic Ray spell in Spell Compendium).

Madness: The target of this ray must make a Willpower Save or move up to twice it's normal Movement speed and attack one of it's allies gaining a +4 Morale Bonus on Damage rolls.

Vanishing: The target of this ray must make a Willpower Save or be affected as if by an Inflict Serious Wounds spell. In addition it is removed to the Ethereal Plane until the Beholder's next turn, and is Dazed until the turn after.

Central Eye (Su): Instead of Antimagic the Voidsphere's central eye emits a 150 ft. cone of magical energy that requires opponents within it's area of effect who use a Spell, Psionic Power, Spell-Like Ability, or Supernatural Ability to make a DC 26 Willpower Save (Save DC is Charisma based) . Opponents who fail the Save are Stunned for 1 round. It can fire it's eye rays into the area of effect with impunity. The Save DC of the Voidspheres Eye Rays in this area are increased by +2.

True Sight (Su): The Voidsphere permanently gains the benefits of the True Seeing spell (Caster Level equal to HD).

Far Realm Native (Ex): The Voidsphere permanently gains the benefits of the Avoid Planar Effects spell. The Natural Armor Bonus of the Base Creature becomes a Deflection Bonus instead.

Flight (Ex): A Voidspheres 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 Voidspheres eyes give it a +4 racial bonus on Spot and Search checks, and they cannot be flanked.



Voidsphere
"This is Patient 01."

Victims Of The Far Realm
"Creepy. Are those spots of color eyes?"

"Is this the one who likes to dissect things?"

"Yes. He seems perfectly content in his prison as long as we offer him a daily sacrifice of something undead or living so he can cut them apart and study their anatomy."

Former Prisoners Of The Empty Spaces
"Has he explained why?"

"No. We sent him into an 'empty space' in the Far Realm to see if there was a power source we could tap. He emerged like this, and has only communicated on his own terms since."

"So what happens now?"

"We keep giving him animals and zombies in the hopes he starts to communicate."

"I require something living. Make sure it screams a lot."

"On the other hand there's a strong argument for putting him down."

[Bhu]

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

Could this day get much worse?"

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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



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

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

"Doe it communicate?"

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

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

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

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

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

"**^@>"

"Hey doc! Doc get in here!"

[Bhu]

Inverted Beholder inspired by Drammor
Large Aberration
Hit Dice: 11d8+44 (93 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 20 ft. (Good)
Armor Class: 31 (-1 Size, +2 Dex, +15 Natural, +5 Deflection), touch 16, flat-footed 29
Base Attack/Grapple: +8/+14
Attack: Bite +9 melee (2d6+2)
Full Attack: Bite +9 melee (2d6+2) and 11 Mouthstalks +9 melee (1d6+1)
Space/Reach: 10 ft./5 ft. (10 ft. w/Mouthstalks)
Special Attacks: Improved Grab, Swallow Whole, Eyeblasts, Rend
Special Qualities: Blindsight 60 ft., Flight, Slime
Saves: Fort +7, Ref +5, Will +8
Abilities: Str 14, Dex 14, Con 18, Int 15, Wis 13, Cha 15
Skills: Hide +8, Knowledge (Arcana) +12, Listen +11, Search +12, Spot +11, Survival +7
Feats: Flyby Attack, Improved Initiative, Improved Multiattack, Multiattack,
Environment: Any Hills
Organization: Solitary
Challenge Rating: 8
Treasure: Double Standard
Alignment: Usually Neutral Evil
Advancement: 12-16 HD (Large), 17-33 HD (Huge)
Level Adjustment: ---

The beholder invert is an 8-foot wide floating orb, dominated by a single many-fanged maw where a beholder's central eye should be. A tripartite eyelid is located where its mouth should be, and when that lid opens, it reveals not one, but seven eyes which have been stuffed into a single socket: one large eye in the center, surrounded by six much smaller eyes which surround it, all sealed together by bands of thick, translucent tissue. Ten smaller, but equally fanged mouths sprout on long stalks from around the beholder's body. A thick, brightly colored slime constantly beads up and sweats from the abomination. The color of this slime, like many of its features, is unique to each beholder invert.

Improved Grab (Ex): To use this ability an Inverted Beholder must either hit a Medium sized or smaller opponent with its bite attack or hit any sized opponent with 2 or more of its mouth stalks. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check using its bite, it may swallow the opponent in the following round. If it wins the grapple check using its mouth stalks, it may rend its opponent.

Swallow Whole (Ex): An Inverted Beholder can try to swallow an opponent at least 1 Size Class smaller than itself with a successful Grapple Check. The swallowed creature takes 1d6+2 bludgeoning damage along with 2 points of acid damage per round. While inside the Inverted Beholders gizzard opponents are subject to an Antimagic Field. A swallowed creature can cut it's way out by doing 25 points of damage with a light slashing or piercing weapon to the Inverted Beholder gullet (AC 17). Once it exits muscular action closes the hole, and other swallowed opponents must find their own way out. The Inverted Beholder’s gullet can hold 1 Medium, 2 Small, 8 Tiny, 32 Diminutive, or 128 Fine creatures.

Eyeblasts (Su): Once every 1d4 rounds as a Standard Action the Inverted Beholder can open its multiple eye and unleash a 60 ft. Cone of energy as a Standard Action. All opponents in the Area must make a DC 17 (Save DC is Charisma based) Saving Throws against three effects randomly generated from the following list:

1: Hold monster causes creatures to be paralyzed as the spell for 11 rounds. A successful Will save negates the effect. If this ability is successfully used more than once, the effects overlap.

2: Ravage (see Champions of Ruin pg. 33.) causes every living creature in the area to take 5d6 points of vile damage as per the spell. Unlike normal damage, vile damage can only be healed by magic cast within in area of a consecrate or hallow spell. A successful Fortitude save negates this damage.

3: Vortex: All opponents within the area of effect must make a successful Reflex save or be sucked 30 feet closer to the inverted beholder. If this puts foes in range of the inverted beholder's bite attacks, it may attack them immediately. Flying creatures that are Medium or smaller caught in the vortex are immediately grounded though they take no falling damage.Tiny or smaller creatures are knocked prone. A successful Fortitude save negates this effect.

Rend (Ex): An inverted behold that hits a target with 2 or more mouth stalks latches onto the opponent's body and tears the flesh. This attack automatically deals an extra 1d6+1 points of damage for every mouth stalk used in the attack to a maximum of 1d6+2 times the number of mouth stalks that hit.

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.

Slime (Ex): Inverted Beholders 'sweat' a form of psychoactive slime that both protects them and acts as a sort of sensory organ. While the slime exists the Beholder has Blindsight 60 ft. and a +5 Deflection Bonus to AC. While too thick to be washed away by exposure to wind or water it doesn't do well against sudden extremes of temperature. If the Inverted Beholder takes Fire or Cold damage it must make a Fortitude Save (Save DC is 10 plus damage dealt). If it fails it loses it's slime and the benefits that go with it for 1d6 rounds.

Combat: The Inverted Beholders method of combat is to blast opponents with it's eye and then decide on how to progress depending on what comes up.



Inverted Beholder
"This is Sergeant Xhexh. He went through a portal of some sort in the Astral Sea."

Other Beholders Find Them Icky
"A lot of your Space Force seems to have suffered many an accident."

"He doesn't seem to be locked away."

"Sergeant Xhexh has kept his mental faculties."

More Victims Of The Far Realm
"Are you sure?"

"The drooling is not a measure of his intellect I assure you."

"Is the Sergeant blind?"

"No he has eyes, they're just hidden."

*opens eyes*

"It's just creepy when he does. We try not to encourage him."

[Bhu]

Beholder, Goo inspired by Drammor
Large Aberration
Hit Dice: 11d8+44 (93 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: +8/+14
Attack: Bite +9 Melee (2d4+3)
Full Attack: Bite +9 Melee (2d4+3)
Space/Reach: 10 ft./5 ft.
Special Attacks: Living Spells, Improved Grab
Special Qualities: Flight, All-Around Vision, Dark Vision 60 ft.
Saves: Fort +9, Ref +5, Will +11
Abilities: Str 14, Dex 14, Con 18, Int 17, Wis 15, Cha 15
Skills: Hide +8, Knowledge (Arcana) +15, Listen +14, Search +20, Spot +23, Survival +12
Feats: Flyby Attack, Great Fortitude, Improved Initiative, Iron Will, Alertness (B)
Environment: Any Hills
Organization: Solitary
Challenge Rating: 8 plus summoned critters
Treasure: Double Standard
Alignment: Usually Neutral Evil
Advancement: 12-16 HD (Large), 17-33 HD (Huge)
Level Adjustment: ---

"Awright on my count the archers unleash hell on that flying freak."

"I still dont like this. Beholders are twitchy even if it is a solo one."

"Go!"

"FRAAPP!"

"OMG OMG git it iff meh!"

More popularly known as the Amoebic Beholder, instead of having eye rays this Beholder uses it's eyestalks to summon oozes with the Living Spell Template. An odd mutation, and certainly one that is NOT popular with professional adventurers. They appear as fleshy Beholders with only the one central eye.

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.

Improved Grab (Ex): To use this ability, a Beholder must hit an opponent of up to one size smaller with its bite attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. If it wins the grapple check, it establishes a hold, and tries to prevent it's opponents movement.

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: The Amoebic Beholder prefers to let it's summoned troops weaken parties up, before summoning another round and joining the fray. It then bites people and holds them until it's spells can close in.



Goo Beholder
"This is Private Chogus. He volunteered for an experiment designed to give him extra powers."

"Howdy!"

Used For Summoning Support
"Was the experiment successful?"

"Where is his chitin?"

"It was successful, just not in the way we intended. His chitin sort of...fell off. He doesn't seem to mind though."

An Odd Experiment
"So what powers did he gain?"

"Instead of his normal eye rays he can summon living representations of their power."

"Was that the goal?"

"We were hoping to increase their power. I suppose we did in a way."

"I have things living inside me!"

"His cheerfulness is terrifying."


Living Antimagic Field
Huge Ooze
Hit Dice: 13d10+39 (110 hp)
Initiative: +3
Speed: 20 ft. (4 squares)
Armor Class: 15 (-2 Size, +1 Dex, +6 Deflection), touch 15, flat-footed 14
Base Attack/Grapple: +9/+20
Attack: Slam +10 melee (1d8+4 plus Antimagic)
Full Attack: Slam +10 melee (1d8+4 plus Antimagic)
Space/Reach: 10 ft./5 ft.
Special Attacks: Engulf, Antimagic
Special Qualities: DR 10/Magic, ooze traits, SR 23
Saves: Fort +13, Ref +11, Will +11
Abilities: Str 16, Dex 13, Con 16, Int -, Wis 13, Cha 16
Skills: ---
Feats: ---
Environment: Any
Organization: Solitary
Challenge Rating: 12
Treasure: None
Alignment: Neutral
Advancement: None
Level Adjustment: ---

Engulf (Ex): A living spell can flow around creatures that fit within its space as a standard action. It cannot make a slam attack during a round in which it engulfs. The living spell merely has to move over the opponents, affecting as many as it can cover. Opponents can make attacks of opportunity against the living spell, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 19 Reflex save (DC 10 + living spell’s level + living spell’s Cha modifier) or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the spell moves forward. Engulfed creatures are subject to the full normal effect of the spell(s) each round on the living spell’s turn, and are considered to be grappled and trapped within its body.

Antimagic (Su): The living spell is immune to all magical effects, including spells, spell-like abilities, and supernatural abilities. Likewise, it prevents the functioning of any magic items against it. Magic weapons that strike it are considered normal weapons when attacking it. Defensive items like magic armor are normal equipment against it's attacks.

Combat; The Antimagic Eye is turned loose to fight opponents that rely on magic.



Living Charm Person
Huge Ooze
Hit Dice: 13d10 (71 hp)
Initiative: -1
Speed: 20 ft. (4 squares)
Armor Class: 7 (-2 Size, -2 Dex, +1 Deflection), touch 7, flat-footed 7
Base Attack/Grapple: +9/+17
Attack: Slam +7 melee (1d8 plus Charm)
Full Attack: Slam +7 melee (1d8 plus Charm)
Space/Reach: 15 ft./10 ft.
Special Attacks: Engulf, Charm
Special Qualities: DR 10/Magic, ooze traits, SR 23
Saves: Fort +5, Ref +4, Will +4
Abilities: Str 11, Dex 8, Con 11, Int -, Wis 8, Cha 11
Skills: ---
Feats: ---
Environment: Any
Organization: Solitary
Challenge Rating: 7
Treasure: None
Alignment: Neutral
Advancement: None
Level Adjustment: ---

Engulf (Ex): A living spell can flow around creatures that fit within its space as a standard action. It cannot make a slam attack during a round in which it engulfs. The living spell merely has to move over the opponents, affecting as many as it can cover. Opponents can make attacks of opportunity against the living spell, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 11 Reflex save (DC 10 + living spell’s level + living spell’s Cha modifier) or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the spell moves forward. Engulfed creatures are subject to the full normal effect of the spell(s) each round on the living spell’s turn, and are considered to be grappled and trapped within its body.

Charm (Su): Targets subjected to the living spells Slam or Engulf attack must make a DC 11 Willpower Save or be affected as if it had failed a Save against a Charm Person spell. This effect ends when the living spell dies or ends.

Combat: The Charm Person spell is usually only let out when there are Humanoid foes.




Living Charm Monster
Huge Ooze
Hit Dice: 13d10+26 (97 hp)
Initiative: +0
Speed: 20 ft. (4 squares)
Armor Class: 12 (-2 Size, +4 Deflection), touch 12, flat-footed 12
Base Attack/Grapple: +9/+19
Attack: Slam +9 melee (1d8+3 plus Charm)
Full Attack: Slam +9 melee (1d8+3 plus Charm)
Space/Reach: 15 ft./10 ft.
Special Attacks: Engulf, Charm
Special Qualities: DR 10/Magic, ooze traits, SR 23
Saves: Fort +10, Ref +8, Will +8
Abilities: Str 14, Dex 11, Con 14, Int -, Wis 11, Cha 14
Skills: ---
Feats: ---
Environment: Any
Organization: Solitary
Challenge Rating: 10
Treasure: None
Alignment: Neutral
Advancement: None
Level Adjustment: ---

Engulf (Ex): A living spell can flow around creatures that fit within its space as a standard action. It cannot make a slam attack during a round in which it engulfs. The living spell merely has to move over the opponents, affecting as many as it can cover. Opponents can make attacks of opportunity against the living spell, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 16 Reflex save (DC 10 + living spell’s level + living spell’s Cha modifier) or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the spell moves forward. Engulfed creatures are subject to the full normal effect of the spell(s) each round on the living spell’s turn, and are considered to be grappled and trapped within its body.

Charm (Su): Targets subjected to the living spells Slam or Engulf attack must make a DC 16 Willpower Save or be affected as if it had failed a Save against a Charm Monster spell. This effect ends when the living spell dies or ends.

Combat: Charm Monster is usually one of the first spells unleashed, and acts as a distraction.




Living Disintegrate
Huge Ooze
Hit Dice: 13d10+39 (110 hp)
Initiative: +3
Speed: 20 ft. (4 squares)
Armor Class: 15 (-2 Size, +1 Dex, +6 Deflection), touch 15, flat-footed 14
Base Attack/Grapple: +9/+20
Attack: Slam +10 melee (1d8+4 plus Disintegrate)
Full Attack: Slam +10 melee (1d8+4 plus Disintegrate)
Space/Reach: 10 ft./5 ft.
Special Attacks: Engulf, Disintegrate
Special Qualities: DR 10/Magic, ooze traits, SR 23
Saves: Fort +13, Ref +11, Will +11
Abilities: Str 16, Dex 13, Con 16, Int -, Wis 13, Cha 16
Skills: ---
Feats: ---
Environment: Any
Organization: Solitary
Challenge Rating: 12
Treasure: None
Alignment: Neutral
Advancement: None
Level Adjustment: ---

Engulf (Ex): A living spell can flow around creatures that fit within its space as a standard action. It cannot make a slam attack during a round in which it engulfs. The living spell merely has to move over the opponents, affecting as many as it can cover. Opponents can make attacks of opportunity against the living spell, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 19 Reflex save (DC 10 + living spell’s level + living spell’s Cha modifier) or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the spell moves forward. Engulfed creatures are subject to the full normal effect of the spell(s) each round on the living spell’s turn, and are considered to be grappled and trapped within its body.

Disintegrate (Su): Targets subjected to the living spells Slam or Engulf attack takes 26d6 points of damage if it fails a DC 19 Fortitude Save. Any creature reduced to 0 or fewer hit points by this spell is entirely disintegrated, leaving behind only a trace of fine dust. A disintegrated creature’s equipment is unaffected.

When used against an object, the ray simply disintegrates as much as one 10-foot cube of nonliving matter. Thus, the spell disintegrates only part of any very large object or structure targeted. The ray affects even objects constructed entirely of force, such as forceful hand or a wall of force, but not magical effects such as a globe of invulnerability or an antimagic field.

A creature or object that makes a successful Fortitude save is partially affected, taking only 5d6 points of damage. If this damage reduces the creature or object to 0 or fewer hit points, it is entirely disintegrated. The spell may only use this attack every 3 rounds.

Combat: Disintegrate is almost always the second spell summoned. It's one of the heavy hitters.



Living Fear
Huge Ooze
Hit Dice: 13d10+26 (97 hp)
Initiative: +0
Speed: 20 ft. (4 squares)
Armor Class: 12 (-2 Size, +4 Deflection), touch 12, flat-footed 12
Base Attack/Grapple: +9/+19
Attack: Slam +9 melee (1d8+3 plus Fear)
Full Attack: Slam +9 melee (1d8+3 plus Fear)
Space/Reach: 15 ft./10 ft.
Special Attacks: Engulf, Fear
Special Qualities: DR 10/Magic, ooze traits, SR 23
Saves: Fort +10, Ref +8, Will +8
Abilities: Str 14, Dex 11, Con 14, Int -, Wis 11, Cha 14
Skills: ---
Feats: ---
Environment: Any
Organization: Solitary
Challenge Rating: 10
Treasure: None
Alignment: Neutral
Advancement: None
Level Adjustment: ---

Engulf (Ex): A living spell can flow around creatures that fit within its space as a standard action. It cannot make a slam attack during a round in which it engulfs. The living spell merely has to move over the opponents, affecting as many as it can cover. Opponents can make attacks of opportunity against the living spell, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 16 Reflex save (DC 10 + living spell’s level + living spell’s Cha modifier) or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the spell moves forward. Engulfed creatures are subject to the full normal effect of the spell(s) each round on the living spell’s turn, and are considered to be grappled and trapped within its body.

Fear (Su): Targets subjected to the living spells Slam or Engulf attack become Panicked for 13 rounds (or until the spell disappears), unless it succeeds on a DC 16 Will save. If cornered, a panicked creature begins cowering. If the Will save succeeds, the creature is shaken for 1 round.

Combat: Fear is also used as a spoiler when facing appropriate foes.

[Bhu]

Living Finger of Death
Huge Ooze
Hit Dice: 13d10+39 (110 hp)
Initiative: +2
Speed: 20 ft. (4 squares)
Armor Class: 17 (-2 Size, +2 Dex, +7 Deflection), touch 17, flat-footed 15
Base Attack/Grapple: +9/+20
Attack: Slam +10 melee (1d8+4 plus Death)
Full Attack: Slam +10 melee (1d8+4 plus Death)
Space/Reach: 15 ft./10 ft.
Special Attacks: Engulf, Death
Special Qualities: DR 10/Magic, ooze traits, SR 23
Saves: Fort +7, Ref +6, Will +6
Abilities: Str 17, Dex 14, Con 17, Int -, Wis 14, Cha 17
Skills: ---
Feats: ---
Environment: Any
Organization: Solitary
Challenge Rating: 13
Treasure: None
Alignment: Neutral
Advancement: None
Level Adjustment: ---

Engulf (Ex): A living spell can flow around creatures that fit within its space as a standard action. It cannot make a slam attack during a round in which it engulfs. The living spell merely has to move over the opponents, affecting as many as it can cover. Opponents can make attacks of opportunity against the living spell, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 20 Reflex save (DC 10 + living spell’s level + living spell’s Cha modifier) or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the spell moves forward. Engulfed creatures are subject to the full normal effect of the spell(s) each round on the living spell’s turn, and are considered to be grappled and trapped within its body.

Death (Su): Targets subjected to the living spells Slam or Engulf attack must make a DC 19 Fortitude saving throw or die. If the save is successful, the creature instead takes 3d6+13 points of damage. The spell may only use this attack every 3 rounds.

Combat: The death spell is the other heavy hitter. It's secondary to Disintegrate due to it's not being as useful against undead.



Living Flesh to Stone
Huge Ooze
Hit Dice: 13d10+39 (110 hp)
Initiative: +3
Speed: 20 ft. (4 squares)
Armor Class: 15 (-2 Size, +1 Dex, +6 Deflection), touch 15, flat-footed 14
Base Attack/Grapple: +9/+20
Attack: Slam +10 melee (1d8+4 plus Petrification)
Full Attack: Slam +10 melee (1d8+4 plus Petrification)
Space/Reach: 10 ft./5 ft.
Special Attacks: Engulf, Petrification
Special Qualities: DR 10/Magic, ooze traits, SR 23
Saves: Fort +13, Ref +11, Will +11
Abilities: Str 16, Dex 13, Con 16, Int -, Wis 13, Cha 16
Skills: ---
Feats: ---
Environment: Any
Organization: Solitary
Challenge Rating: 12
Treasure: None
Alignment: Neutral
Advancement: None
Level Adjustment: ---

Engulf (Ex): A living spell can flow around creatures that fit within its space as a standard action. It cannot make a slam attack during a round in which it engulfs. The living spell merely has to move over the opponents, affecting as many as it can cover. Opponents can make attacks of opportunity against the living spell, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 19 Reflex save (DC 10 + living spell’s level + living spell’s Cha modifier) or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the spell moves forward. Engulfed creatures are subject to the full normal effect of the spell(s) each round on the living spell’s turn, and are considered to be grappled and trapped within its body.

Petrification (Su): Targets subjected to the living spells Slam or Engulf attack must make a DC 19 Fortitude Save or the subject, along with all its carried gear, turns into a mindless, inert statue. If the statue resulting from this spell is broken or damaged, the subject (if ever returned to its original state) has similar damage or deformities. The creature is not dead, but it does not seem to be alive either when viewed with spells such as deathwatch.

Only creatures made of flesh are affected by this. The spell may only use this attack every 3 rounds.

Combat: Flesh to Stone is usually out not long after Disintegrate, depending on the foes.



Living Inflict Moderate Wounds
Huge Ooze
Hit Dice: 13d10+13 (84 hp)
Initiative: -1
Speed: 20 ft. (4 squares)
Armor Class: 9 (-2 Size, -1 Dex, +2 Deflection), touch 9, flat-footed 9
Base Attack/Grapple: +9/+18
Attack: Slam +8 melee (1d8+1 plus Wounds)
Full Attack: Slam +8 melee (1d8+1 plus Wounds)
Space/Reach: 15 ft./10 ft.
Special Attacks: Engulf, Wounds
Special Qualities: DR 10/Magic, ooze traits, SR 23
Saves: Fort +7, Ref +5, Will +5
Abilities: Str 12, Dex 9, Con 12, Int -, Wis 9, Cha 12
Skills: ---
Feats: ---
Environment: Any
Organization: Solitary
Challenge Rating: 8
Treasure: None
Alignment: Neutral
Advancement: None
Level Adjustment: ---

Engulf (Ex): A living spell can flow around creatures that fit within its space as a standard action. It cannot make a slam attack during a round in which it engulfs. The living spell merely has to move over the opponents, affecting as many as it can cover. Opponents can make attacks of opportunity against the living spell, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 13 Reflex save (DC 10 + living spell’s level + living spell’s Cha modifier) or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the spell moves forward. Engulfed creatures are subject to the full normal effect of the spell(s) each round on the living spell’s turn, and are considered to be grappled and trapped within its body.

Wounds (Su): Targets subjected to the living spells Slam or Engulf attack must make a DC 13 Willpower Save or take 2d8+10 damage. Since undead are powered by negative energy, this spell cures such a creature of a like amount of damage, rather than harming it. The spell may only use this attack every 3 rounds.

Combat: The Inflict spell sees combat a lot. It's the mainstay of the Goo Beholders offense.



Living Sleep
Huge Ooze
Hit Dice: 13d10 (71 hp)
Initiative: -1
Speed: 20 ft. (4 squares)
Armor Class: 7 (-2 Size, -2 Dex, +1 Deflection), touch 7, flat-footed 7
Base Attack/Grapple: +9/+17
Attack: Slam +7 melee (1d8 plus Sleep)
Full Attack: Slam +7 melee (1d8 plus Sleep)
Space/Reach: 15 ft./10 ft.
Special Attacks: Engulf, Sleep
Special Qualities: DR 10/Magic, ooze traits, SR 23
Saves: Fort +5, Ref +4, Will +4
Abilities: Str 11, Dex 8, Con 11, Int -, Wis 8, Cha 11
Skills: ---
Feats: ---
Environment: Any
Organization: Solitary
Challenge Rating: 7
Treasure: None
Alignment: Neutral
Advancement: None
Level Adjustment: ---

Engulf (Ex): A living spell can flow around creatures that fit within its space as a standard action. It cannot make a slam attack during a round in which it engulfs. The living spell merely has to move over the opponents, affecting as many as it can cover. Opponents can make attacks of opportunity against the living spell, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 11 Reflex save (DC 10 + living spell’s level + living spell’s Cha modifier) or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the spell moves forward. Engulfed creatures are subject to the full normal effect of the spell(s) each round on the living spell’s turn, and are considered to be grappled and trapped within its body.

Sleep (Su): Targets subjected to the living spells Slam or Engulf attack must make a DC 11 Willpower Save or fall asleep if it is 4 HD or less. Sleeping creatures are helpless. Slapping or wounding awakens an affected creature, but normal noise does not. Awakening a creature is a standard action (an application of the aid another action).

Sleep does not target unconscious creatures, constructs, or undead creatures.

Combat: Sleep is let loose on low level opponents only.



Living Slow
Huge Ooze
Hit Dice: 13d10+13 (# of HD)> (84 hp)
Initiative: +0
Speed: 20 ft. (4 squares)
Armor Class: 11 (-2 Size, +3 Deflection), touch 11, flat-footed 11
Base Attack/Grapple: +9/+19
Attack: Slam +8 melee (1d8+1 plus Slow)
Full Attack: Slam +8 melee (1d8+1 plus Slow)
Space/Reach: 15 ft./10 ft.
Special Attacks: Engulf, Slow
Special Qualities: DR 10/Magic, ooze traits, SR 23
Saves: Fort +8, Ref +7, Will +7
Abilities: Str 13, Dex 10, Con 13, Int -, Wis 10, Cha 13
Skills: ---
Feats: ---
Environment: Any
Organization: Solitary
Challenge Rating: 9
Treasure: None
Alignment: Neutral
Advancement: None
Level Adjustment: ---

Engulf (Ex): A living spell can flow around creatures that fit within its space as a standard action. It cannot make a slam attack during a round in which it engulfs. The living spell merely has to move over the opponents, affecting as many as it can cover. Opponents can make attacks of opportunity against the living spell, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 14 Reflex save (DC 10 + living spell’s level + living spell’s Cha modifier) or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the spell moves forward. Engulfed creatures are subject to the full normal effect of the spell(s) each round on the living spell’s turn, and are considered to be grappled and trapped within its body.

Slow (Su): Targets subjected to the living spells Slam or Engulf attack must make a DC 14 Willpower Save or the creature moves and attacks at a drastically slowed rate. A slowed creature can take only a single move action or standard action each turn, but not both (nor may it take full-round actions). Additionally, it takes a -1 penalty on attack rolls, AC, and Reflex saves. A slowed creature moves at half its normal speed (round down to the next 5-foot increment), which affects the creature’s jumping distance as normal for decreased speed.

Multiple slow effects don’t stack. Slow counters and dispels haste.

Combat: Slow is one of the first spells let loose, so it can slow up opponents for the other spells.



Living Telekinesis
Huge Ooze
Hit Dice: 13d10+26 (97 hp)
Initiative: +1
Speed: 60 ft. (12 squares)
Armor Class: 14 (-2 Size, +1 Dex, +5 Deflection), touch 14, flat-footed 13
Base Attack/Grapple: +9/+19
Attack: Slam +9 melee (1d8+3 plus Shove)
Full Attack: Slam +9 melee (1d8+3 plus Shove)
Space/Reach: 15 ft./10 ft.
Special Attacks: Engulf, Shove
Special Qualities: DR 10/Magic, ooze traits, SR 23
Saves: Fort +11, Ref +10, Will +10
Abilities: Str 15, Dex 12, Con 15, Int -, Wis 12, Cha 15
Skills: ---
Feats: ---
Environment: Any
Organization: Solitary
Challenge Rating: 11
Treasure: None
Alignment: Neutral
Advancement: None
Level Adjustment: ---

Engulf (Ex): A living spell can flow around creatures that fit within its space as a standard action. It cannot make a slam attack during a round in which it engulfs. The living spell merely has to move over the opponents, affecting as many as it can cover. Opponents can make attacks of opportunity against the living spell, but if they do so they are not entitled to a saving throw. Those who do not attempt attacks of opportunity must succeed on a DC 17 Reflex save (DC 10 + living spell’s level + living spell’s Cha modifier) or be engulfed; on a success, they are pushed back or aside (opponent’s choice) as the spell moves forward. Engulfed creatures are subject to the full normal effect of the spell(s) each round on the living spell’s turn, and are considered to be grappled and trapped within its body.

Shove (Su): Targets weighing 325 pounds or less subjected to the living spells Slam or Engulf attack must make a DC 17 Willpower Save or be tossed up to 130 feet in any direction. If the target strikes a hard surface it takes 1d6 damage per 10 feet traveled. The spell may only use this attack every 3 rounds.

Combat: Telekinesis is used to shove opponents into the other spells.




Note: In the case of both editions, I have used a modified version of the Living Spell template.

[Bhu]

Beholder, Pirate
Large Aberration
Hit Dice: 11d8+44 (93 hp)
Initiative: +6
Speed: 5 ft. (1 square), Fly 40 ft. (Good)
Armor Class: 27 (-1 Size, +2 Dex, +16 Natural), touch 11, flat-footed 25
Base Attack/Grapple: +8/+16
Attack: Eye Rays +9 Ranged Touch (varies) and 1 Bite +6 melee (2d4+2)
Full Attack: Eye Rays +9 Ranged Touch (varies) and 1 Bite +6 melee (2d4+2) and 1 Hook +6 melee (1d8+2)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye Rays, Pirate
Special Qualities: All-Around Vision, Darkvision 120 ft., Flight
Saves: Fort +7, Ref +5, Will +11
Abilities: Str 18, Dex 15, Con 18, Int 16, Wis 14, Cha 14
Skills: Intimidate +13, Knowledge (Arcana, Geography) +14, Listen +12, Profession (Pirate) +5, Search +14, Spot +13, Survival +12
Feats: Flyby Attack, Great Flyby Attack, Improved Initiative, Iron Will
Environment: Any
Organization: Solitary or Party (5-10)
Challenge Rating: 12
Treasure: Standard
Alignment: Neutral Evil
Advancement: 12-16 HD (Large), 17-33 HD (Huge)
Level Adjustment: ---


Beholder Pirates are odd mutations, descendants of outcasts from the Beholder Kingdoms that have taken to robbery to survive. Born blind in their Antimagic central eye, and with a withered extra eyestalk to which a prosthesis is usually attached, they do not have some of the raw power their other cousins do. Most have been reduced to raiding passers by in lonely areas to eke out an existence, while avoiding the gaze of their more numerous cousins. On the weird side, they have become fans of humanoid pirate culture (or at least their Beholderized version of it). A Beholder being chastised by a war criminal for cultural misappropriation is a sight few forget.

Eye Rays (Su): Each of a Beholder Pirates 10 eye rays resembles a spell cast by a 13th Level caster with a range of 150 ft., and a Save DC of 17 (Save DC is Charisma based). Most are ranged touch attacks with the following effects:

Eye 1: Distract Assailant (see Spell Compendium). The target must make a DC 17 Willpower Save, or be flat-footed until the beginning of it's next turn.

Eye 2: Power Word Fatigue (see Races of the Dragon). The target is Fatigued for a certain number of rounds, depending on it's hit points (or Exhausted if it was already Fatigued): 25 hp or less (1d4+1 hours), 26-50 hp (1d4+1 Minutes), 51-100 hp (1d4+1 rounds), 101+ hp is unaffected.

Eye 3: Curse of Impending Blades (see Miniatures Handbook). The target takes a -2 Penalty to AC for 13 Minutes, or until it receives a Remove Curse or similar spell.

Eye 4: Pain (see Complete Arcane). The target must make a DC 17 Fortitude Saving Throw or suffer a -4 penalty on attack rolls, skill checks, and ability checks for 6 rounds (the Penalty is reduced to -2 if the Save is successful).

Eye 5: Rapture of the Deep (see Stormwrack). The target must make a DC 17 Willpower Save, of become unconscious until it receives a Limited Wish, Miracle or Wish spell. This is not a sleep effect.

Eye 6: Phantasmal Killer. The target must make a DC 17 Fortitude Save or die. If the Save succeeds, the target still takes 3d6 damage.

Eye 7: Telekinesis. A beholder can move objects or creatures that weigh up to 325 pounds, as though with a telekinesis spell. Creatures can resist the effect with a successful DC 17 Willpower Save.

Eye 8: Disintegrate. The target must succeed on a DC 17 Fortitude save or be affected as though by the spell.

Eye 9: Flesh to Salt (see Sandstorm). The target takes 6d6 damage, and if this reduces it to half or less of it's current hp, it must make a DC 17 Fortitude Save, or be turned to salt.

Eye 10: Greater Harm (see Heroes of Horror). The target must succeed on a DC 17 Willpower save or take 13d12 damage. If it makes the Save, it takes half damage, and can't be reduced below 1 hit point.

Pirate: If an opponent is denied his Dexterity Bonus to AC or is Flat-footed, the Beholder Pirates Eye Rays increases their Save DC by +1 (this stacks with Feats like Ability Focus), and it's physical attacks do +1d6 damage (this second part is identical to the Sneak Attack ability on page 50 of the PHB).

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: Pirate Beholders blast away from ambush, hiding and sniping away till their rays work before moving in for the kill.




Beholder Pirate
"These...persons...are our privateer force. Such as they are. Most were born mutants, so a use had to be found for them."

Fans of Humanoid Culture
"They look like stereotypes of pirates. That one even has a parrot."

"Do they have knowledge of Humanoid subcultures?"

"They are mindless fans of that rubbish. Pirates in particular. I've no idea why seeing as our own culture is so superior."

Professional Brigands
"Can we chat with them?"

"Be my guest."

"YO HO HO!"

"Why do your people say 'arr' in a raspy voice all the time?"

"What the (beep) is a swash, and how do I buckle one?"

"Whats up with the parrots?"

"Any tips on killing ninjas?"

"Might you have the secret of gunpowder with you?"

Later, back at the government building

"I don't understand, what are you looking for?"

"Our show is primarily about flora and fauna, not militaries"

"You can interview beasts."

"No sir, but wee can talk about the wonders of nature."

"Well who the hell cares about that? Here, try Lolthdrics over at the Observatory. If anyone can understand this he will."

[Bhu]

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


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

10 minutes later:

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

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

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

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

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

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

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

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



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

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

Feral Experiments
"We were told you could help."

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

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

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

"Why did you blind him?"

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

"RAAAAWWR!"

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

[Bhu]

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

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

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

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

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

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



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

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

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

"He's not far off."

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

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

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

"His eye is occasionally useful."

"tee hee!"

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

[Bhu]

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

"YOU WILL OBEY THE HYPNOBAWL!!"

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

"Hey, screw you guys!"

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

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

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

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



Beholder Cyclops, Hypnos
"Aw crap, SECURITY!"

"The forcewall cage appears empty."

Born Crazy
"How bad is this?"

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

Look Into My Eye
"Strong minds?"

"The Hypnos is a mind controller."

"Because of course it is..."

"It's also incurably insane."

"Typical."

"Dammit, where is security?"

[Bhu]

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

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

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

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

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

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

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

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



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

"Let me guess. Eye causes fear?"

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

"Too many."

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

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

"What does it look like?"

"A one eyed beholderkin."

"Well thank you for that...

[Bhu]

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

* Feats not from the MM are from Libris Mortis

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

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

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

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

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

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



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

"Is that thing dead?"

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

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

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

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

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

"WHERE THE (BEEP) HAVE YOU BEEN?"

[Bhu]

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

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

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

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

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

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



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

"You've had a containment breach."

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

"I DO THE TALKING HERE!"

Weird, Even For Undead
"Talk away then"

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

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

"(BEEP)!"

[Bhu]

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

"Yoooooouuuuu suuuuuuuuuckkkkk...."

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

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

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

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

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



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

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

Slow, But Not Slow Witted
"Brilliant."

"YOUR SARCASM IS UNAPPRECIATED JIM!"

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

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

"I hereby resign my commission."

"(BEEP)!"

[Bhu]

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

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

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

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

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

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



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

"Let me guess, death by petrification?"

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

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

Voted Most Depressing Origin
"Polymnia?"

"BEHOLD OUR MISTRESSES ENEMIES!"

"ALL HAIL POLYMNIA!"

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

[Bhu]

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

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

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

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

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

Podium and surrounding area disintegrates

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

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

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

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

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



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

"At least it's all over."

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

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

Mandatory Kill On Sight
"Polymnia?"

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

"No worries."

"I'm still gonna want context."