Beholderkin

Most beholders are solitary monsters that regard others of their kind as deadly enemies. Other beholders hold a different point of view, gathering in terrible hivelike cities deep underground. Long ago, powerful hive mothers and elder orbs sought to breed beholderkin slaves, others of their kind that would acknowledge their rule and give them the ability to destroy or conquer all other beholders. Creatures such as directors and overseers were the result. In other places, hive mothers altered their lesser fellows to perform specialized tasks or to invade new environments, resulting in monsters such as spectators and the dreadful eyes of the deep.

Combat

The primary weapons of all beholderkin are their deadly eye rays.

Eye Rays (Su): Each of a beholderkin’s small eyes can produce a magical ray once per round as a free action. The number of eye rays that can be aimed at targets in any 90-degree arc varies with the species of beholderkin. A beholderkin of any kind can tilt and pan its body each round to change which rays it can bring to bear in any given arc.

Each eye’s effect resembles a spell (caster level varies with beholderkin variety), but follows the rules for a ray.

The statistics block below contains details for more than one shape, size, or type of this creature. Use the horizontal scrollbar below it to display the desired one or select from the links below that.

Hive Mother • Director • Eye of the Deep • Overseer • Spectator

Hive Mother ⬆️

This massive sphere-shaped monstrosity is covered with spiny, razor-sharp plates of chitin and bone. The creature has a cavernous maw filled with multiple rows of swordlike teeth. A single huge eye protrudes from above the mouth, and above this eye ten smaller eyes, each recessed in a bony hood, are scattered across the upper surface of the sphere in a radial pattern.

The hive mother is an extraordinarily (and thankfully) rare creature found only in the largest beholder communities. Called “ultimate tyrants”, or simply “ultimates”, hive mothers rule beholder communities with tyranny and cruelty, and are mistakenly worshiped as deities by neighboring creatures of other races.

A hive mother is larger than a typical beholder, measuring about 12 feet across. The average hive mother weighs 15,000 pounds. As with other beholders, these creatures are asexual and genderless. The name “hive mother” was given to these monsters some time in the past by a misinformed (and now eaten) adventurer, but the name seems to have stuck.

Hive mothers speak Beholder and Common, and speak numerous other local languages as well.

Combat

Hive mothers prefer to let their minions do the fighting, but when drawn into combat, they fight in a manner similar to beholders. Against smaller opponents that don’t seem to present a threat, a hive mother approaches to melee range to eat its foes alive.

Command Beholder (Sp): A hive mother can use dominate monster at will as a spell-like ability (caster level 20th), but only against beholders and beholderkin. A beholder can resist this effect with a successful DC 27 Will saving throw. This is the equivalent of a 9th-level spell.

Hive mothers are immune to the command beholder ability of other hive mothers.

If a hive mother loses control of a dominated beholder (as is the case if a dominated beholder is in the antimagic cone of another beholder), the hive mother immediately senses the loss of control, and knows the position and distance to the beholder at the time control was lost. If control does not return within a few rounds, the hive mother seeks out the rogue beholder to investigate and possibly punish it.

Eye Rays (Su): Each of a hive mother’s ten small eyes can produce a magical ray once per round as a free action. Hive mothers can rotate and adjust their position with much greater speed and skill than normal beholders, and they can aim up to six eye rays at targets in any given 90-degree arc.

Each eye’s effect resembles a spell (caster level 20th). Each ray has a range of 240 feet and a save DC of 27. The save DCs are Charisma-based.

The ten eye rays include:

Charm Monster: The target must succeed on a Will save or be affected as though by the spell.

Charm Person: The target must succeed on a Will save or be affected as though by the spell.

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

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

Finger of Death: The target must succeed on a Fortitude save or be slain as though by the spell. The target takes 3d6+20 points of damage if its saving throw succeeds.

Flesh to Stone: The target must succeed on a Fortitude save or be affected as though by the spell.

Inflict Critical Wounds: This works like the spell, causing 4d8+20 points of damage (Will save for half).

Sleep: This works like the spell, except that it affects one creature with any number of Hit Dice (Will negates).

Slow: This works like the spell, except that it affects one creature (Will negates).

Telekinesis: A hive mother can move objects or creatures that weigh up to 375 pounds, as though with a telekinesis spell. Creatures can resist the effect with a successful Will save.

Improved Grab (Ex): To use this ability, a hive mother must hit with its bite attack. It can then attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold.

Swallow Whole (Ex): A hive mother can try to swallow a grabbed opponent that is at least two size categories smaller than itself by making a successful grapple check. Once swallowed, the opponent takes 2d8+7 points of crushing damage plus 2d8 points of acid damage per round from the hive mother’s gizzard. See Swallow Whole for escape methods and other information. A Huge hive mother’s gizzard has an AC of 20 and 15 hit points and can hold 1 Medium, 2 Small, 8 Tiny, or 32 Diminutive or smaller opponents.

Antimagic Cone (Su): A hive mother’s central eye continually produces a 240-foot cone of antimagic. This functions just like antimagic field (caster level 20th). All magical and supernatural powers and effects within the cone are suppressed—even the hive mother’s own eye rays. Once each round, during its turn, the hive mother decides whether the antimagic cone is active or not (the hive mother deactivates the cone by shutting its central eye).

Flight (Ex): A hive mother’s body is naturally buoyant. This buoyancy allows it to fly at a speed of 20 feet. This buoyancy also grants it a permanent feather fall effect (as the spell) with personal range.

Source: Lords of Madness, page 135.

Director ⬆️

This bloated sphere of green flesh is armored with hundreds of interlocking chitinous plates. Six stalked eyes writhe atop the sphere, and three cruelly barbed tentacles trail below it. A single eye stares from one side of the sphere, just above a maw filled with needle-sharp teeth.

Directors serve as cavalry units for beholder cities; their ability to bond with and completely control their vermin mounts makes them invaluable as troops in wars against enemies of other races.

Directors are about 6 feet in diameter. An average director can weigh up to 1,800 pounds.

Directors speak Beholder and Common.

Combat

Although a director has several potent eye rays, it can also inflict terrible wounds with its bite and tentacles. Most directors avoid combat unless they have a bonded mount. When bonded with a vermin, they control their mount and use their eye rays to deadly effect.

Eye Rays (Su): During a single round, a director can aim only two eye rays at targets in any one 90 degree arc (up, forward, backward, left, right, or down).

A director’s eye rays have a range of 120 feet and a save DC of 18 (caster level 8th). The save DCs are Charisma-based. The six eye rays include:

Burning Ray: The target takes 2d6 points of fire damage.

Enervation: The target must succeed on a Fortitude save or gain a negative level. An affected creature regains the lost level after 8 hours.

Force Missile: The target takes 2d6 points of force damage.

Freezing Ray: The target takes 2d6 points of cold damage.

Minor Image: This works like the spell. Directors use this effect to create illusory distractions to draw off attacks from their enemies.

Slow: This works like the spell, except that it affects one creature. The target can make a Will save to negate the effect.

Deflection (Su): A director’s central eye emits a strange, invisible field of force that surrounds the creature’s body and the body of its bonded vermin mount (if it has one). This field grants both creatures a deflection bonus to their Armor Class and a Reflex saving throw bonus equal to the director’s Charisma bonus.

Flight (Ex): A director’s body is naturally buoyant. This buoyancy allows it to fly at a speed of 20 feet. This buoyancy also grants it a permanent feather fall effect (as the spell) with personal range.

Verminbond (Su): As a full-round action, a director can attempt to dominate a creature of the vermin type that it hits with a melee touch attack. The touched vermin can make a DC 18 Will save to negate this effect. This save DC is Charisma-based. Normally, vermin are immune to mind-affecting spells and abilities, but the director’s verminbond ability overcomes this immunity.

This effect is permanent, as long as the director remains in physical contact with the vermin. Typically, a director uses the vermin as a mount, using its tentacles to grip the vermin just behind the head. Monstrous centipedes and scorpions are favorite choices, but the director can control any vermin with this ability.

While the verminbond is in effect, the director can control the vermin’s actions by making successful Ride checks; bonded vermin count as warhorses for the purpose of directing their actions in combat.

As long as this effect remains, the bonded vermin gains the benefits of the director’s deflection ability. More important, both director and mount take half damage from all wounds and attacks that deal hit point damage. The amount of damage not taken by one creature is taken by the other.

Skills: Directors gain a +8 racial bonus on all Handle Animal and Ride checks.

Source: Lords of Madness, page 137. Corrected tentacle damage from 1d6 to 1d6+1 for +1 Str modifier..

Eye of the Deep ⬆️

This spherical creature floats silently in the murky water. Two stalked eyes writhe atop the sphere, and two large arms ending in crablike claws protrude from the sphere’s underside. Brightly colored plates armor the sphere. A large eye stares from one side of the sphere, above a mouth filled with sharklike teeth. You can see flashes of light roiling deep within the eye.

An eye of the deep is an aquatic version of the more infamous land-based beholder. These monsters dwell in the deepest reaches of the oceans, but rise to the surface to menace those who dwell above the waves. These hateful and cruel creatures are fond of creating illusions of shipwreck survivors, small islands, mermaids, or whatever else they think might lure their victims closer. Some eyes of the deep can be found in relatively shallow waterways far underground.

Eyes of the deep are about 9 feet in diameter and weigh 6,000 pounds. They speak Common, Beholder, and Aquan.

Combat

An eye of the deep uses its baleful flash ability and eye rays to hinder foes at range so it can swim up close and tear them apart with its massive claws.

Baleful Flash (Su): As a free action, an eye of the deep can generate a flash of terrible white light from its central eye once per round. This flash affects all creatures in a 60-foot cone. The baleful flash blinds creatures for 2d6 rounds and stuns them for half the duration of the blindness. A DC 22 Fortitude save negates the stun and reduces the blindness to dazzled. Sightless creatures are immune to this attack. The save DC is Constitution-based.

Constrict (Ex): An eye of the deep deals 2d6+5 points of damage with a successful grapple check.

Eye Rays (Su): Each of an eye of the deep’s two small eyes can produce a magical ray once per round as a free action. Each ray has a range of 150 feet and a save DC of 18 (caster level 12th). The save DCs are Charisma-based. The two eye rays include:

Hold Monster: The target must succeed on a Will save or be affected as though by the spell.

Cone of Cold: This works like the spell, but affects only the creature touched by the ray (Reflex save for half).

Improved Grab (Ex): To use this ability, an eye of the deep must hit with its claw attack. It can then attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold and can constrict.

Persistent Image (Sp): As a standard action, an eye of the deep can create a persistent image (as the spell at caster level 12th). The eye of the deep cannot use its eye rays in the same round that it casts persistent image.

Source: Lords of Madness, page 138.

Overseer ⬆️

This creature resembles a black, rubbery tree of undulant flesh. Thick, matted sheets of wiry fungus grow all over its surface. The tree’s thirteen gnarled branches each end in a single large eye. Three fanged maws gurgle lower on the tree’s trunk, and it supports itself with a thick, coiling mass of eight long tentacles.

Overseers serve hive mothers as subordinates in large beholder communities, similar to the way humanoid rulers employ others as guards or governors. The rare overseer that does not belong to a beholder community seeks out societies of other creatures to infi ltrate and dominate from behind the scenes. An overseer is uncomfortable without a large number of subservient minions to tend to its real (or imagined) needs.

An overseer is normally about 15 feet tall and weighs 4,000 pounds. They speak Beholder and Common.

Combat

Unlike most other beholderkin, overseers have a large number of physical attacks that they can use in melee combat to great effect. Nevertheless, they prefer to let their minions handle such crude activities as melee combat, and concentrate on using their eye rays against enemies. An overseer’s greatest weakness is its lack of mobility; when faced with a foe that uses greater mobility to stay out of range of its eye rays, an overseer typically retreats to plot revenge on its own terms. Most overseers keep at least one magic item that allows some form of teleportation handy for just such an event.

Command Beholder (Sp): An overseer can use dominate monster at will as a spell-like ability (caster level 14th), but only against beholders and beholderkin (except for hive mothers and other overseers). A beholder can resist this effect with a DC 23 Will saving throw. The save DC is Charisma-based. This is the equivalent of a 9th-level spell.

The maximum number of beholders an overseer can command at one time equals its Hit Dice plus its Charisma modifier. Thus, the average overseer can command up to 20 beholders or beholderkin at a time.

If an overseer loses control of a dominated beholder (as is the case if a dominated beholder is in the antimagic cone of another beholder), the overseer can immediately sense the loss of control and knows the position and distance to the beholder at the time control was lost. If control does not return within a few rounds, the overseer seeks out the rogue beholder to investigate and possibly punish it.

Constrict (Ex): An overseer deals 1d6+6 points of damage with a successful grapple check.

Eye Rays (Su): Each of an overseer’s thirteen small eyes can produce a magical ray once per round as a free action (except for its major creation eye ray; see below). An overseer’s long branches allow it to aim up to five eye rays at targets in any given 90-degree arc. It typically attacks with only four rays in any round, leaving it with the option to use its reactive spell turning or reactive spell immunity eye ray as needed.

Each ray has a range of 180 feet, a save DC of 23, and a caster level of 14th. The save DCs are Charisma-based. The thirteen eye rays include:

Chain Lightning: This works like the spell, except that if the eye ray misses the initial target, the effect is wasted. Only if the initial target is hit does the lightning arc to other targets.

Crushing Despair: This works like the spell, except that it affects only a single target (Will save negates).

Dominate Person: The target must succeed on a Will save or be affected as though by the spell.

Greater Dispel Magic: This works like the spell, except that an overseer cannot perform an area dispel. If it wishes, it can prepare an action to use this eye to perform a counterspell, but if it does so, it must successfully hit the spellcaster in question.

Hold Monster: This works like the spell (Will negates).

Major Creation: An overseer uses this eye ray to create miscellaneous gear and equipment for itself or its minions (as the spell) as it deems necessary. It has no offensive function. This eye ray requires a full-round action to use.

Polar Ray: The target takes 14d6 points of cold damage.

Reactive Spell Immunity: Once per round, this eye can be used to negate a single spell that affects the overseer as the spell is being cast. The overseer must successfully hit the creature that cast the spell in question; if successful, it is immune to that casting of that particular spell. If the spell affects multiple targets or an area, it affects any other targets or the area normally, but the overseer remains immune to its effect. An overseer cannot use this eye ray if it is considered flat-footed against the source of the spell.

Reactive Spell Turning: Once per round, this eye can be used to reflect a single-target spell that targets the overseer back to its source as an eye ray. The overseer must hit the source with the eye ray; otherwise, the reflected spell dissipates harmlessly. An overseer cannot use this eye ray if it is considered flat-footed against the source of the spell.

Stunning: The target must succeed on a Fortitude save or be stunned for 1d4 rounds.

Suggestion: The target must succeed on a Will save or be affected as though by the spell.

Telekinesis: An overseer can move objects or creatures that weigh up to 350 pounds, as though with a telekinesis spell. Creatures can resist the effect with a successful Will save.

Temporal Stasis: The target must succeed on a Fortitude save or be affected as though by the spell.

Improved Grab (Ex): To use this ability, an overseer must hit with its bite attack. It can then attempt to start a grapple as a free action without provoking attacks of opportunity. If it wins the grapple check, it establishes a hold and can constrict.

Fungus (Ex): An overseer’s protective layer of thick, wiry fungus provides a +6 armor bonus to its Armor Class. This fungus doesn’t impede or restrict the overseer’s movement in any way. The fungus reacts to the overseer’s moods, and changes color as the beholderkin’s emotions change.

Source: Lords of Madness, page 139.

Spectator ⬆️

This spherical creature’s leathery body is crowned with four slender eyestalks, each terminating in a small lidless eye. A fifth eye, much larger than these, is located on the front of the sphere, above a toothy maw.

Spectators are the most moderate and calm of the beholderkin. Native to the Clockwork Nirvana of Mechanus, these extraplanar beholderkin are encountered on the Material Plane as guardians. Spectators have been known to spend decades contemplating philosophical and theological questions, and engage adventurers and explorers in such conversations when they are encountered. They rarely attack others on sight, and they prefer to flee from attacks by powerful creatures.

Spectators are about 3 feet in diameter and weigh about 250 pounds. They speak Beholder and Common.

Combat

Although a spectator prefers to avoid combat entirely, it is by no means defenseless. If forced to fight or defend an object it is guarding, it is capable of inflicting great harm with its eye rays.

Eye Rays (Su): Each of a spectator’s four small eyes can produce a magical ray once per round as a free action. During a single round, it can aim only one eye ray at targets in any one 90-degree arc (up, forward, backward, left, right, or down). Each ray has a range of 60 feet and a save DC of 14 (caster level 6th). The save DCs are Charisma-based. The four eye rays include:

Fatigue: The target must make a Fortitude save or become fatigued. A fatigued creature that fails to save against this effect becomes exhausted.

Inflict Moderate Wounds: This ray works like the spell, causing 2d8+6 points of damage (Will half).

Hold Monster: The target must succeed on a Will save or be affected as though by the spell.

Telepathy: A spectator can communicate telepathically with its target for the round. As a free action, a spectator can make a suggestion (as the spell; Will negates) to any creature it is currently telepathically speaking to.

Spell-Like Abilities: 3/day⁠—​create food and water; 1/day⁠—​plane shift (DC 17). Caster level 6th. The save DCs are Charisma-based.

Flight (Ex): A spectator’s body is naturally buoyant. This buoyancy allows it to fly at a speed of 20 feet. This buoyancy also grants it a permanent feather fall effect (as the spell) with personal range.

Planar Fast Healing (Ex): While on Mechanus, a spectator has fast healing 3.

Spell Turning (Su): A spectator’s central eye produces a 90-foot cone that reflects any spell cast upon it by a creature within the cone back upon its source. This functions just like spell turning (caster level 6th). Up to one spell can be reflected per round.

Source: Lords of Madness, page 140.