Elite Opponents
Variant Beholders
Creature Incarnations
By Robert Wiese

The beholder is one of the classic monsters of Dungeons & Dragons, and they've been around forever it seems. You can also find a number of different versions -- a total of fourteen different beholder-based monsters appear in the online Monster List as of this writing. You'd think that would be enough, but it's not. Through the magic of templates, a lot of other kinds of beholders exist in the myriad of campaign worlds and planes that comprise the D&D multiverse.

Most beholder variants have remained elusive, but the Creature Incarnations Zoo scouts found a few and rounded them up. We have them in special antimagic enclosures and plan to return them to their native locales as soon as we can figure out how to do so without endangering anyone. Maybe ray deflection would help. In the meantime, step this way.

Phantom Beholder

This ghostly creature may look undead, but it's not. It's a phantom beholder (the phantom template is from Monster Manual V). It can be corporeal or incorporeal at will, and it retains its material attacks and defenses even when incorporeal. Thus, it fights like a normal beholder, except that it can hide inside objects (like the floor) and attack with all eye rays upward against a foe standing above it just by emerging a little from the ground.

A veritable gallery of these eye tyrants appeared in Lords of Madness: The Book of Aberrations. Plus, for a look at completely remodeling the beholder from a design perspective, be sure to check out Mike Mearls' Design & DevelopmentMonster Makeover article.

Phantom Beholder CR 15
LE Large aberration
Init +6; Senses all-around vision, darkvision 60 ft.; Listen +18, Spot +22
Languages Beholder language, Common

AC 28, touch 13, flat-footed 26; phantom defense
(-1 size, +2 Dex, +15 natural, +2 deflection)
hp 93 (11 HD)
Immune flanking
Fort +9, Ref +5, Will +11
Weakness vulnerability to ghost touch

Speed 5 ft. (1 square), fly 20 ft. (good); Flyby Attack
Ranged eye rays +9 touch and
Melee bite +2 (2d4)
Space 10 ft.; Reach 5 ft.
Base Atk +8; Grp +12
Atk Options eye rays, phantom strike
Special Actions antimagic cone, incorporeal jaunt

Abilities Str 10, Dex 14, Con 18, Int 17, Wis 15, Cha 15
SQ all-around vision, incorporeal jaunt
Feats Alertness[B], Flyby Attack, Great Fortitude, Improved Initiative, Iron Will
Skills Hide +12, Knowledge (arcana) +17, Listen +18, Search +21, Spellcraft +0, Spot +22, Survival +2 (+4 following tracks)

All-Around Vision (Ex) A phantom beholder's many eyes give it a +4 racial bonus on Spot and Search checks, and it can't be flanked (included).

Phantom Defense (Su) A phantom beholder's armor bonus, deflection bonus, natural armor bonus, and shield bonus count toward its Armor Class, whether it or its attackers are incorporeal or corporeal.

Eye Rays (Su) Each of a phantom beholder's ten eye rays resembles a spell cast by a 13th-level caster. Each eye ray has a range of 150 feet and a save DC of 17. 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. Beholders use this ray to confuse the opposition, usually employing it early in a fight. The beholder generally instructs a charmed target to either restrain a comrade or stand aside.

Charm Person: The target must succeed on a Will save or be affected as though by the spell. Beholders use this ray in the same manner as the charm monster ray.

Disintegrate: The target must succeed on a Fortitude save or be affected as though by the spell. The beholder likes to use this ray on any foe it considers a real threat.

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. Beholders like to use this ray against warriors and other powerful creatures early in a fight, to break up the opposition.

Finger of Death: The target must succeed on a Fortitude save or be slain as though by the spell. The target takes 3d6+13 points of damage if its saving throw succeeds. Beholders use this ray to eliminate dangerous foes quickly.

Flesh to Stone: The target must succeed on a Fortitude save or be affected as though by the spell. Beholders like to aim this ray at enemy spellcasters. They also use it on any creature whose appearance they find interesting. (After the fight, the beholder takes the statue to its lair as a decoration.)

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

Sleep: This works like the spell, except that it affects one creature with any number of Hit Dice (Will negates). Beholders like to use this ray against warriors and other physically powerful creatures. They know their foes can quickly awaken the sleepers, but they also know that doing so takes time and can delay an effective counterattack.

Slow: This works like the spell, except that it affects one creature. The target can make a Will save to negate the effect. Beholders often use this ray against the same creature targeted by their disintegrate, flesh to stone, or finger of death ray. If one of the former rays fails to eliminate the foe, this ray might at least hamper it.

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 Will save.

Antimagic Cone (Su) A phantom beholder's central eye continually produces a 150-foot cone of antimagic. This functions just like antimagic field (caster level 13th). All magical and supernatural powers and effects within the cone are suppressed -- even the phantom beholder's own eye rays. Once each round, during its turn, the phantom beholder decides whether the antimagic cone is active or not (the phantom beholder deactivates the cone by shutting its central eye).

Flight (Ex) A phantom beholder'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.

Phantom Strike (Ex) For the purpose of resolving spells, melee attacks, ranged attacks, and other attacks that require only momentary contact to deal damage or have their effects, a phantom beholder is considered to be both incorporeal and corporeal when it is incorporeal. Thus, it receives its normal Strength bonus on attack rolls and damage rolls, and it can use material components to cast its spells.

Incorporeal Jaunt (Su) A phantom beholder can become incorporeal as a swift action. It can become corporeal again as a swift action or a standard action. It gains the incorporeal traits while incorporeal, except as noted below.

Half-Farspawn Beholder

I am not even sure where my scouts found this creature, and they're not telling. They seem unhinged somehow by the whole experience, and as you can see from the creature they probably have a reason to be. This creature has looked like a floating mass of tentacles almost since it got here; we had to force it into its own shape briefly to figure out what it is. It's some kind of cross between a creature from the Far Realm and a beholder. In this form, it still can fire eye rays (zaappp) and it has spell-like abilities. Luckily it cannot use both at the same time.

The half-farspawn template is from Lords of Madness. This creature likes attacking one creature with its tentacles (the one in its antimagic cone) while using eye rays at foes in other quadrants. It really prefers to remain invisible.

Half-Farspawn Beholder CR 16
CE Large outsider (native)
Init 7; Senses all-around vision, blindsight 60 ft., darkvision 60 ft.; Listen +20, Spot +24
Languages Beholder language, Common

AC 30, touch 12, flat-footed 27
(-1 size, +3 Dex, +18 natural)
hp 126 (11 HD); DR 5/magic
Immune flanking, poison
Resist acid 10, electricity 10; SR 21
Fort +12, Ref +6, Will +13

Speed 5 ft. (1 square), fly 20 ft. (good); Flyby Attack
Ranged eye rays +10 touch and
Melee 2 tentacles +8 each (1d6+1) and
bite +3 (2d4)
Space 10 ft.; Reach 5 ft. (10 ft. with tentacles)
Base Atk +8; Grp +12
Atk Options eye rays
Special Actions antimagic cone
Spell-Like Abilities (CL 11th):
3/day -- blink, blur
1/day -- greater invisibility, stinking cloud, telekinesis, touch of idiocy, true strike

Abilities Str 12, Dex 16, Con 24, Int 17, Wis 19, Cha 17
SQ all-around vision, change shape
Feats Alertness[B], Flyby Attack, Great Fortitude, Improved Initiative, Iron Will
Skills Concentration +14, Gather Information +5, Hide +13, Knowledge (arcana) +17, Knowledge (dungeoneering) +10, Knowledge (history) +10, Knowledge (local) +10, Knowledge (nature) +10, Knowledge (the planes) +10, Listen +20, Search +21, Spot +24, Survival +4 (+6 on other planes, +6 following tracks, +6 underground, +6 in aboveground natural environments)

All-Around Vision (Ex) A half-starspawn beholder's many eyes give it a +4 racial bonus on Spot and Search checks, and it can't be flanked (included).

Eye Rays (Su) Each of a phantom beholder's ten eye rays resembles a spell cast by a 13th-level caster. Each eye ray has a range of 150 feet and a save DC of 17. 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. Beholders use this ray to confuse the opposition, usually employing it early in a fight. The beholder generally instructs a charmed target to either restrain a comrade or stand aside.

Charm Person: The target must succeed on a Will save or be affected as though by the spell. Beholders use this ray in the same manner as the charm monster ray.

Disintegrate: The target must succeed on a Fortitude save or be affected as though by the spell. The beholder likes to use this ray on any foe it considers a real threat.

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. Beholders like to use this ray against warriors and other powerful creatures early in a fight, to break up the opposition.

Finger of Death: The target must succeed on a Fortitude save or be slain as though by the spell. The target takes 3d6+13 points of damage if its saving throw succeeds. Beholders use this ray to eliminate dangerous foes quickly.

Flesh to Stone: The target must succeed on a Fortitude save or be affected as though by the spell. Beholders like to aim this ray at enemy spellcasters. They also use it on any creature whose appearance they find interesting. (After the fight, the beholder takes the statue to its lair as a decoration.)

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

Sleep: This works like the spell, except that it affects one creature with any number of Hit Dice (Will negates). Beholders like to use this ray against warriors and other physically powerful creatures. They know their foes can quickly awaken the sleepers, but they also know that doing so takes time and can delay an effective counterattack.

Slow: This works like the spell, except that it affects one creature. The target can make a Will save to negate the effect. Beholders often use this ray against the same creature targeted by their disintegrate, flesh to stone, or finger of death ray. If one of the former rays fails to eliminate the foe, this ray might at least hamper it.

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 Will save.

Antimagic Cone (Su) A half-starspawn beholder's central eye continually produces a 150-foot cone of antimagic. This functions just like antimagic field (caster level 13th). All magical and supernatural powers and effects within the cone are suppressed -- even the half-starspawn beholder's own eye rays. Once each round, during its turn, the half-starspawn beholder decides whether the antimagic cone is active or not (the half-starspawn beholder deactivates the cone by shutting its central eye).

Change Shape (Su) As a standard action, a half-farspawn beholder can take the form of a grotesque, tentacled mass. Creatures native to the Material Plane take a -1 morale penalty on attack rolls against it when it is in its amorphous form. (See changed statistics below.)

Flight (Ex) A phantom beholder'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.

In tentacled mass form, make these alterations to its stats:

Immune critical hits, flanking, poison
Ranged eye rays +10 touch and
Melee 4 tentacles +8 each (1d6+1)

Vampire Beholder

This beholder is a vampire, and it has some interesting and unexpected abilities as a result. For example, it can change into a wolf (or, even more strangely, a bat), and it use its eye rays (though with fewer eyes) while in that form. It can climb up surfaces like a spider, which basically means it can roll up and down surfaces if it wants. It can summon children of the night, and it likes to do so. Thus, it looks like a pale beholder with an army of wolves or swarms of bats when it confronts a foe on its own terms. And that's why it took my scouts so long when trying to get it.

The monstrous vampire template (from Ghostwalk) is great because you can have vampiric forms of creatures that one doesn't normally expect to be vampiric, like this beholder. Because of its energy drain and need to feed on blood, it engages in combat (and especially grappling) much more readily than a normal beholder would. It has to turn off its central eye to use energy drain or blood drain on a foe, but it has plenty of eyes.

Monstrous Vampire Beholder CR 15
LE Large undead
Init +8; Senses all-around vision, darkvision 60 ft.; Listen +27, Spot +31
Languages Beholder language, Common

AC 34, touch 13, flat-footed 30
(-1 size, +4 Dex, +21 natural)
hp 71 (11 HD); fast heal 5; DR 10/silver and magic
Immune ability drain, critical hits, damage to its physical ability scores (Strength, Dexterity, and Constitution), death effects, disease, energy drain, fatigue, flanking, mind-affecting effects (charms, compulsions, phantasms, patterns, and morale effects), nonlethal damage, paralysis, poison, sleep effects, stunning, any effect that requires a Fortitude save (unless the effect also works on objects or is harmless)
Resist cold 10, electricity 10, turn +4
Fort +5, Ref +9, Will +12
Weakness vampire weaknesses, destroyed at 0 hp

Speed 5 ft. (1 square), fly 20 ft. (good); Flyby Attack
Ranged eye rays +11 touch and
Melee bite +5 (2d4+3) or
slam +10 (1d8+3)
Space 10 ft.; Reach 5 ft.
Base Atk +8; Grp +15
Atk Options Combat Reflexes, eye rays
Special Actions antimagic cone, blood drain, children of the night, create spawn, dominate, energy drain

Abilities Str 16, Dex 18, Con --, Int 19, Wis 17, Cha 19
SQ all-around vision, alternate form, gaseous form, spider climb, Feats Alertness[B], Combat Reflexes[B], Dodge[B], Flyby Attack, Great Fortitude, Improved Initiative, Iron Will, Lightning Reflexes[B]
Skills Bluff +12, Hide +22, Knowledge (arcana) +18, Listen +27, Move Silently +12, Search +30, Sense Motive +11, Spot +31, Survival +3 (+5 following tracks)

All-Around Vision (Ex) A vampire beholder's many eyes give it a +4 racial bonus on Spot and Search checks, and it can't be flanked (included).

Eye Rays (Su) Each of a vampire beholder's ten eye rays resembles a spell cast by a 13th-level caster. Each eye ray has a range of 150 feet and a save DC of 19. 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. Beholders use this ray to confuse the opposition, usually employing it early in a fight. The beholder generally instructs a charmed target to either restrain a comrade or stand aside.

Charm Person: The target must succeed on a Will save or be affected as though by the spell. Beholders use this ray in the same manner as the charm monster ray.

Disintegrate: The target must succeed on a Fortitude save or be affected as though by the spell. The beholder likes to use this ray on any foe it considers a real threat.

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. Beholders like to use this ray against warriors and other powerful creatures early in a fight, to break up the opposition.

Finger of Death: The target must succeed on a Fortitude save or be slain as though by the spell. The target takes 3d6+13 points of damage if its saving throw succeeds. Beholders use this ray to eliminate dangerous foes quickly.

Flesh to Stone: The target must succeed on a Fortitude save or be affected as though by the spell. Beholders like to aim this ray at enemy spellcasters. They also use it on any creature whose appearance they find interesting. (After the fight, the beholder takes the statue to its lair as a decoration.)

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

Sleep: This works like the spell, except that it affects one creature with any number of Hit Dice (Will negates). Beholders like to use this ray against warriors and other physically powerful creatures. They know their foes can quickly awaken the sleepers, but they also know that doing so takes time and can delay an effective counterattack.

Slow: This works like the spell, except that it affects one creature. The target can make a Will save to negate the effect. Beholders often use this ray against the same creature targeted by their disintegrate, flesh to stone, or finger of death ray. If one of the former rays fails to eliminate the foe, this ray might at least hamper it.

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 Will save.

Antimagic Cone (Su) A vampire beholder's central eye continually produces a 150-foot cone of antimagic. This functions just like antimagic field (caster level 13th). All magical and supernatural powers and effects within the cone are suppressed -- even the vampire beholder's own eye rays. Once each round, during its turn, the vampire beholder decides whether the antimagic cone is active or not (the vampire beholder deactivates the cone by shutting its central eye).

Blood Drain (Ex) A vampire beholder can suck blood from a living victim with its fangs by making a successful grapple check. If it pins the foe, it drains blood, dealing 1d4 points of Constitution drain each round the pin is maintained. On each such successful attack, the vampire gains 5 temporary hit points.

Children of the Night (Su) Vampire beholders can call forth 1d6+1 rat swarms, 1d4+1 bat swarms, or a pack of 3d6 wolves as a standard action once per day. These creatures arrive in 2d6 rounds and serve the vampire for up to 1 hour.

Create Spawn (Su) An aberration, animal, beast, dragon, fey, giant, humanoid, magical beast, monstrous humanoid, or vermin slain by a vampire beholder's energy drain rises as a vampire spawn 1d4 days after burial. If the vampire beholder instead drains the victim's Constitution to 0, the victim returns as a spawn if it had 4 or less HD and as a monstrous vampire if it had 5 or more HD. In either case, the new monstrous vampire or vampire spawn is under the command of the vampire beholder and remains enslaved until its master's destruction. At any given time the vampire beholder may have enslaved spawn totaling no more than twice its own Hit Dice; any spawn it creates that would exceed this limit are created as free-willed monstrous vampires or vampire spawn. A monstrous vampire that is enslaved may create and enslave spawn of its own, so a master monstrous vampire can control a number of lesser monstrous vampires in this fashion. The vampire beholder may voluntarily free an enslaved spawn in order to enslave a new spawn, but once freed, a monstrous vampire or vampire spawn cannot be enslaved again.

Dominate (Su) A vampire beholder can crush an opponent's will just by looking onto his or her eyes. This is similar to a gaze attack, except that the vampire beholder must use a standard action, and those merely looking at it are not affected. Anyone the vampire beholder targets must succeed on a Will save (DC 19) or fall instantly under its influence as though by a dominate person spell (caster level 12th). The ability has a range of 30 feet.

Energy Drain (Su) Living creatures hit by a vampire beholder's slam attack (or its bite) gain two negative levels. For each negative level bestowed, it gains 5 temporary hit points. A vampire beholder can use its energy drain ability once per round. The save DC to remove the negative level is 19.

Alternate Form (Su) A vampire beholder can assume the shape of a bat, dire bat, wolf, or dire wolf as a standard action. While in its alternate form, the vampire loses its natural slam attack and dominate ability, but it gains the natural weapons and extraordinary special attacks of its new form. It can remain in that form until it assumes another or until the next sunrise.

Gaseous Form (Su) As a standard action, a vampire beholder can assume gaseous form at will as the spell (caster level 5th), but it can remain gaseous indefinitely and has a fly speed of 20 feet with perfect maneuverability.

Spider Climb (Ex) A vampire beholder can climb sheer surfaces as though with a spider climb spell.

Flight (Ex) A phantom beholder'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.

About the Author

Robert Wiese has been playing D&D since 1978 after he watched a game played in the car on the way home from a Boy Scouts meeting. He was fascinated, and delved into this strange world of dragons and magic and sourcebooks. Years later, he was hired to edit tournaments for the RPGA Network, and from there progressed to running the network after his boss was assassinated in the great Christmas purge of 1996. Times were tough, but he persevered and brought the RPGA into a shining new era. Eventually he met a girl who liked to play D&D too, and he left Renton for the warmth and casinos of Reno, Nevada. Now, he works in the Pharmacology department of UNR studying mouse foot muscles and the effects of RF emissions on same. He spends as much time as possible with his wife Rhonda and son Owen.


1995-2008 Wizards of the Coast, Inc., a subsidiary of Hasbro, Inc. All Rights Reserved.