Beholder

One glance at a beholder is enough to assess its foul and otherworldly nature. Aggressive, hateful, and greedy, these aberrations dismiss all other creatures as lesser beings, toying with them or destroying them as they choose.
A beholder’s spheroid body levitates at all times, and its great bulging eye sits above a wide, toothy maw, while the smaller eyestalks that crown its body twist and turn to keep its foes in sight. When a beholder sleeps, it closes its central eye but leaves its smaller eyes open and alert.

Xenophobic Isolationists

Enemies abound, or so every beholder believes. Beholders are convinced that other creatures resent them for their brilliance and magical power, even as they dismiss those lesser creatures as crude and disgusting. Beholders always suspect others of plotting against them, even when no other creatures are around.
The disdain a beholder has for other creatures extends to other beholders. Each beholder believes its form to be an ideal, and that any deviation from that form is a flaw in the racial purity of its kind. Beholders vary greatly in their physical forms, making conflict between them inevitable. Some beholders are protected by overlapping chitinous plates. Some have smooth hides. Some have eyestalks that writhe like tentacles, while others’ stalks bear crustacean-like joints. Even slight differences of coloration in hide can turn two beholders into lifelong enemies.

Eye Tyrant

Some beholders manage to channel their xenophobic tendencies into a terrible despotism. Rather than live in isolation, the aptly named eye tyrants enslave those other creatures, founding and controlling vast empires. An eye tyrant sometimes carves out a domain within or under a major city, commanding networks of agents that operate on their master’s behalf.

Alien Lairs

Because they refuse to share territory with others, most beholders withdraw to frigid hills, abandoned ruins, and deep caverns to scheme. A beholder’s lair is carved out by its disintegration eye ray, emphasizing vertical passages connecting chambers stacked on top of each other. Such an environment allows a beholder to move freely, even as it prevents intruders from easily creeping about. When intruders do break in, the height of its open ceilings allows a beholder to float up and harry foes on the floor.
As alien as their creator, the rooms in a beholder’s lair reflect the creature’s arrogance. It festoons its chambers with trophies from the battles it has won, including petrified adventurers standing frozen in their horrified final moments, pieces of other beholders, and magic items wrested from powerful foes. A beholder judges its own worth by its acquisitions, and it never willingly parts with its treasures.

Beholder CR: 13 (10,000 xp)

Large aberration, lawful evil

Armor Class: 18

Hit Points: 180 (19d10 + 76)

Speed: 0 ft , can hover

STR

10 +0

DEX

14 +2

CON

18 +4

INT

17 +3

WIS

15 +2

CHA

17 +3

Saving Throws: Int +8, Wis +7, Cha +8

Skills: Perception +12

Condition Immunities: prone

Senses: darkvision 120 ft., passive Perception 22

Languages: Deep Speech, Undercommon

Challenge Rating: 13 (10,000 xp)

Antimagic Cone. The beholder’s central eye creates an area of antimagic, as in the antimagic field spell, in a 150-foot cone. At the start of each of its turns, the beholder decides which way the cone faces and whether the cone is active. The area works against the beholder’s own eye rays.

Actions

Bite. Melee Weapon Attack: +5 to hit, reach 5 ft., one target. Hit: 14 (4d6) piercing damage.
Eye Rays. The beholder shoots three of the following magical eye rays at random (reroll duplicates), choosing one to three targets it can see within 120 feet of it:
1. Charm Ray. The targeted creature must succeed on a DC 16 Wisdom saving throw or be charmed by the beholder for 1 hour, or until the beholder harms the creature.
2. Paralyzing Ray. The targeted creature must succeed on a DC 16 Constitution saving throw or be paralyzed for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
3. Fear Ray. The targeted creature must succeed on a DC 16 Wisdom saving throw or be frightened for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
4. Slowing Ray. The targeted creature must succeed on a DC 16 Dexterity saving throw. On a failed save, the target’s speed is halved for 1 minute. In addition, the creature can’t take reactions, and it can take either an action or a bonus action on its turn, not both. The creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
5. Enervation Ray. The targeted creature must make a DC 16 Constitution saving throw, taking 36 (8d8) necrotic damage on a failed save, or half as much damage on a successful one.
6. Telekinetic Ray. If the target is a creature, it must succeed on a DC 16 Strength saving throw or the beholder moves it up to 30 feet in any direction. It is restrained by the ray’s telekinetic grip until the start of the beholder’s next turn or until the beholder is incapacitated.
If the target is an object weighing 300 pounds or less that isn’t being worn or carried, it is moved up to 30 feet in any direction. The beholder can also exert fine control on objects with this ray, such as manipulating a simple tool or opening a door or a container.
7. Sleep Ray. The targeted creature must succeed on a DC 16 Wisdom saving throw or fall asleep and remain unconscious for 1 minute. The target awakens if it takes damage or another creature takes an action to wake it. This ray has no effect on constructs and undead.
8. Petrification Ray. The targeted creature must make a DC 16 Dexterity saving throw. On a failed save, the creature begins to turn to stone and is restrained. It must repeat the saving throw at the end of its next turn. On a success, the effect ends. On a failure, the creature is petrified until freed by the greater restoration spell or other magic.
9. Disintegration Ray. If the target is a creature, it must succeed on a DC 16 Dexterity saving throw or take 45 (10d8) force damage. If this damage reduces the creature to 0 hit points, its body becomes a pile of fine gray dust.
If the target is a Large or smaller nonmagical object or creation of magical force, it is disintegrated without a saving throw. If the target is a Huge or larger object or creation of magical force, this ray disintegrates a 10-foot cube of it.
10. Death Ray. The targeted creature must succeed on a DC 16 Dexterity saving throw or take 55 (10d10) necrotic damage. The target dies if the ray reduces it to 0 hit points.

Legendary Actions

The beholder can take 3 legendary actions, using the Eye Ray option below. It can take only one legendary action at a time and only at the end of another creature’s turn. The beholder regains spent legendary actions at the start of its turn.
Eye Ray. The beholder uses one random eye ray.

Lair Actions

When fighting inside its lair, a beholder can invoke the ambient magic to take lair actions. On initiative count 20 (losing initiative ties), the beholder can take one lair action to cause one of the following effects:

• A 50-foot square area of ground within 120 feet of the beholder becomes slimy; that area is difficult terrain until initiative count 20 on the next round.
• Walls within 120 feet of the beholder sprout grasping appendages until initiative count 20 on the round after next. Each creature of the beholder’s choice that starts its turn within 10 feet of such a wall must succeed on a DC 15 Dexterity saving throw or be grappled. Escaping requires a successful DC 15 Strength (Athletics) or Dexterity (Acrobatics) check.
• An eye opens on a solid surface within 60 feet of the beholder. One random eye ray of the beholder shoots from that eye at a target of the beholder’s choice that it can see. The eye then closes and disappears.
• The beholder can’t repeat an effect until they have all been used, and it can’t use the same effect two rounds in a row.

A beholder’s central lair is typically a large, spacious cavern with high ceilings, where it can attack without fear of closing to melee range. A beholder encountered in its lair has a challenge rating of 14 (11,500 XP).

Regional Effects

A region containing a beholder’s lair is warped by the creature’s unnatural presence, which creates one or more of the following effects:

• Creatures within 1 mile of the beholder’s lair sometimes feel as if they’re being watched when they aren’t.
• When the beholder sleeps, minor warps in reality occur within 1 mile of its lair and then vanish 24 hours later. Marks on cave walls might change subtly, an eerie trinket might appear where none existed before, harmless slime might coat a statue, and so on. These effects apply only to natural surfaces and to nonmagical objects that aren’t on anyone’s person.
• If the beholder dies, these effects fade over the course of 1d10 days.

Basic Information

Biological Traits

Bite. Melee Weapon Attack: +5 to hit, reach 5 ft., one target. Hit 14 (4d6) piercing damage.
Eye Rays. The beholder shoots three of the following magical eye rays at random (reroll duplicates), choosing one to three targets it can see within 120 feet of it:
Charm Ray. The targeted creature must succeed on a DC 16 Wisdom saving throw or be charmed by the beholder for 1 hour, or until the beholder harms the creature.
Paralyzing Ray. The targeted creature must succeed on a DC 16 Constitution saving throw or be paralyzed for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
Fear Ray. The targeted creature must succeed on a DC 16 Wisdom saving throw or be frightened for 1 minute. The target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
Slowing Ray. The targeted creature must succeed on a DC 16 Dexterity saving throw. On a failed save, the target’s speed is halved for 1 minute. In addition, the creature can’t take reactions, and it can take either an action or a bonus action on its turn, not both. The creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success.
Enervation Ray. The targeted creature must make a DC 16 Constitution saving throw, taking 36 (8d8) necrotic damage on a failed save, or half as much damage on a successful one.
Telekinetic Ray. If the target is a creature, it must succeed on a DC 16 Strength saving throw or the beholder moves it up to 30 feet in any direction. It is restrained by the ray’s telekinetic grip until the start of the beholder’s next turn or until the beholder is incapacitated. If the target is an object weighing 300 pounds or less that isn’t being worn or carried, it is moved up to 30 feet in any direction. The beholder can also exert fine control on objects with this ray, such as manipulating a simple tool or opening a door or a container.
Sleep Ray. The targeted creature must succeed on a DC 16 Wisdom saving throw or fall asleep and remain unconscious for 1 minute. The target awakens if it takes damage or another creature takes an action to wake it. This ray has no effect on constructs and undead.
Petrification Ray. The targeted creature must make a DC 16 Dexterity saving throw. On a failed save, the creature begins to turn to stone and is restrained. It must repeat the saving throw at the end of its next turn. On a success, the effect ends. On a failure, the creature is petrified until freed by the greater restoration spell or other magic.
Disintegration Ray. If the target is a creature, it must succeed on a DC 16 Dexterity saving throw or take 45 (10d8) force damage. If this damage reduces the creature to 0 hit points, its body becomes a pile of fine gray dust. If the target is a Large or smaller non-magical object or creation of magical force, it is disintegrated without a saving throw. If the target is a Huge or larger object or creation of magical force, this ray disintegrates a 10-foot cube of it.
Death Ray. The targeted creature must succeed on a DC 16 Dexterity saving throw or take 55 (10d10) necrotic damage. The target dies if the ray reduces it to 0 hit points.
LEGENDARY ACTIONS The beholder can take 3 legendary actions, using the Eye Ray option below. It can take only one legendary action at a time and only at the end of another creature’s turn. The beholder regains spent legendary actions at the start of its turn.
Eye Ray. The beholder uses one random eye ray.

Body Tint, Colouring and Marking

Physically, beholders are roughly spherical with a single massive central eye and a wide toothy maw. Numerous tentacles end in smaller eyes, and these “eye-stalks” can act independently and provide the creature with unparalleled awareness of its surroundings. Each beholder exhibits a unique combination of colors, textures, eye-stalk lengths and distinctive irises. Though they tend towards almost genetic similarities in certain areas owing to their bizarre method of dream reproduction.