Beholder and Beholder-kin
Hive Mother (beholder-kin)
||I, S, T
||Fl 6 (A)
||15, Fl 3 (A)
||Fl 6 (C)
||Fl 6 (A)
|No. of Attacks:
||1-6 or weapon
||1-8 or weapon
||H (8' in diameter)
||H (8-10' in diameter)
||M (4' in diameter)
||M (5' in diameter)
||H (15' in diameter)
||L (6' in diameter)
The legendary hive mothers are also called the "Ultimate tyrants", or just
"Ultimates". They are twice the size of typical beholders, and differ in
appearance as well.
Their mouths are larger, so large that they can gulp down a man-sized target
on a natural die roll of 20. Once swallowed, the prey takes 5-20 points of
damage (5d4) each round until it is dead or escapes. The beholder's mouth is not
very deep, so a victim can escape by making a successful attack roll.
The ultimate has no eyestalks, but its magical eyes are protected by hooded
covers in the flesh of the creature's body, so that they cannot be severed. The
central eye has 15 hit points.
The ultimate's true ability is in controlling the actions of large numbers of
beholders and beholder-kin. A hive mother may have 5-10 ordinary beholders
under its command, or 5-20 abomination beholder-kin (see below), which it
communicates with telepathically. A nesting hive mother spells disaster for the
surrounding region, as it can apparently create a community of beholders,
beholder-kin, and abominations. If destroyed, the beholders and beholder-kin will turn
on each other, or seek their own lairs.
Hive mothers may be the ancestral stock of the better known beholder, the next
step of its evolution, a magical mutation, or a separate species. The reality
Directors are a social, warrior-beholder, and breed specialized mounts. They
mindlink with their mounts to better control them.
Directors resemble beholders, but their central eye is smaller. They possess
only six small eyes on retractable eye stalks. Directors have a fanged mouth
below the central eye and possesses three clawed, sensory tendrils on their
ventral surface. These tendrils are used to cling to the mount and link with its
Directors' eyes have their own powers:
1. Magic Missile
(as spell , 2/round)
2. Burning Hands
(as spell at 8th level)
3. Wall of Ice
6. Improved Phantasmal Force
A director's central eye has the power of deflection
-- all frontal attacks on director suffer a -2 penalty to the attack roll and
damage is halved. The director also gains a +2 bonus to all saving throws
against spells cast by those in the field of vision of the central eye.
Director mounts seem to have derived from an insect stock, as they are covered
in chitin and have simple eye spots and multiple limbs.
Directors normally possess 8 Hit Dice, but when mounted the director and mount
are treated as a single creature whose Hit Dice equals the sum of those of the
director and the mount. After a director/mount suffers half damage, the
mount's speed is reduced to half and the director gets only one physical attack per
round. A director may flee and leave his mount to fend for itself (the mount
suffers a -4 penalty to its attack rolls). Directors have an AC of 4, but are AC 2
when mounted. Directors may use all of their normal powers while mounted,
within the restrictions of beholder targeting angles.
(a typical mount): A crawler resembles a cross between a centipede and a
spider. It has 4 Hit Dice. It has 10 legs, two pairs of frontal antennae, and two
fighting spider fangs that can be used for separate stabbing attacks causing 2d4
points of damage each. Victims who fail to roll successful saving throws vs.
poison are paralyzed for 1d4 rounds. Crawlers are omnivores that prefer to eat
smaller creatures. Unmounted, they may roll into a ball to gain an AC of 0. They
have cutting mandibles beneath their front fangs.
An examiner is a 4-foot diameter sphere with no central eye and only four
small eyes, each at the end of an antenna, mounted atop the sphere. They have one
small, lamprey-like mouth on their ventral surface. The mouth is surrounded by
four multi-jointed limbs ending in gripper pads. These limbs can pick up and
manipulate tools, the chief strength of the examiner.
Examiners are scholars and clerks involved in spell and magical item
enhancement, research, and creation. They can use any artifact or tool as well as
humans, and they can wield up to four items at a time. Examiners regenerate 1 point
of damage each round. The powers of their four eyes are given below (all
spell-like effects are cast at the 8th level).
or Legend Lore
3. Transmute Form
(similar to a Stone Shape
spell, but works on all types
of nonmagical, nonliving material)
4. Spell Reflection
as a ring of spell turning
Examiners are not the bravest of beholder-kin, but they are potentially the
most dangerous with their command of artifacts. They are often the lackeys of
beholders, overseers, and hive mothers.
A lensman has one eye set in the chest of its five-limbed, starfish-shaped,
simian body. Beneath the eye is a leering, toothy maw. Four of the five limbs end
in three-fingered, two-thumbed, clawed hands. The fifth limb, atop the body,
is a prehensile, whip-like tentacle. Its chitin is soft and there are many
short, fly-like hairs. Lensmen are the only kin to wear any sort of garb -- a
webbing that is used to hold tools and weapons. Their preferred weapons are
double-headed pole arms.
Lensmen are semi-mindless drones that don't question their lot in life. The
eye of each lensman possesses only one of the following six special powers (all
at the 6th level of ability).
3. Dispel Magic
5. Phantasmal Force
(as scrolls, any type, but only one at a time)
Overseers resemble fleshy trees. They have 13 limbs, each of which ends in a
bud that conceals an eye; one of these limbs forms the top spine, and three
yammering mouths surround the spine. There are eight thorny, vine-like limbs that
are used to grasp tools and for physical defense, inflicting 1d10+2 points of
damage each. Overseers sit on root-like bases and can inch along when movement is
required. They cannot levitate.
Overseers are covered with a fungus which changes color as the overseers
desire, commonly mottled green, gray, and brown.
Overseers may use any physical weapons or artifacts. The powers of their 13
eyes are as follows (all magical effects are cast at 14th level).
1. Cone of Cold
2. Dispel Magic
4. Chain Lightning
250 lb. weight
7. Mass Charm
9. Mass Suggestion
10. Major Creation
11. Spell Turning
12. Serten's Spell Immunity
13. Temporal Stasis
An overseer's AC is 2, but each eye stalk is AC 7 and is severed if it suffers
10 points of damage.
Like hive mothers (that operate with them), overseers can convince similar
beholders and beholder-kin to work together. Overseers are very protective of
their health and always have one or two beholder guards and at least a half dozen
directors protecting their welfare.
Watchers are 6-foot-diameter spheres with three central eyes arranged around
the circumference of the sphere. These eyes are huge and unlidded. On the crown
of the sphere is a compound eye and a ring of six eye spots that make it
difficult to surprise a watcher. A large tentacle with a barbed prehensile pad
extends from the ventral surface, right behind the small mouth with its rasp-like
tongue. Watchers feed on carrion and stunned prey. They are information gatherers
and are the least brave of all the eye tyrant races.
Watchers can attack with their single tentacle for 3d6 points of damage. The
tentacle also inflicts an electrical shock; victims who fail a system shock roll
Each of a watcher's main eyes has two powers, and the compound eye on top may
draw on three different abilities. The six eye spots have no special powers.
1. True Seeing
2. Advanced Illusion
and Demi-Shadow Magic
1,000 lb. and Teleport
Compound Eye: Message, Tongues,
Watchers are not aggressive warriors; they prefer misdirection and flight to
Other Beholders and Beholder-kin
The beholder races are not limited to the ones presented here. The plastic
nature of the beholder race allows many mutations and abominations in the breed,
including, but not limited to, the following.
Shunned by other beholders, this is a beholder which has purposely blinded its
central eye, so that it might cast spells. It does so by channeling spell
energy through an eyestalk, replacing the normal effect with that of a spell of its
These are extremely ancient beholders of godlike intelligence and power.
Though they have lost the function of some of their eyestalks, they have more hit
points and are able to cast spells. They can supposedly create and control death
This is a stunted, pale-white beholder retaining only its anti-magic eye and
reputed to have great magical ability.
This ghost-like undead beholder is created by magical explosions.
An undead beholder, it passes on the rotting disease which killed it.
This abomination is a great boulder-like beholder-kin without eyes.
The gorbel is a wild, clawed beholder-kin lacking magic but with the nasty
habit of exploding if attacked.
In addition, there are beholders which are in all appearances "normal" but
have eyes with alternate magical abilities, such as a detect lie
instead of a death
ray. Such creatures are usually treated as outcasts by all the beholder and
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