The Complete Guide To Beholders PDF

Alexandre Machado (Order #279106)

By Keith Baker, Neal Gamache, and Matt Sprengeler
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Table of Contents
Introduction . . . . . . . . . . . . . . . . . . . . .4 Character Classes . . . . . . . . . . . . .31 Cultist Temples . . . . . . . . . . . . . .92

Beholder Cultist . . . . . . . . . .32
Chapter One: Beholder Physiology Cultist Eyebeams . . . . . .34 Chapter Eight: Creature Statistics
Basic Anatomy . . . . . . . . . . . . . . .5 Aberrant Warrior . . . . . . . . . .36 Beholder Sovereign . . . . . . . . . .93
Movement . . . . . . . . . . . . . . . . . . .5 Eye of the Void . . . . . . . . . . .38 Dominion of Enigma . . . . . .94
Sight, Sound, and Thought . . . . . . .6 Juggernaut . . . . . . . . . . . . . .39 Dominion of Flesh Reborn . .96
The Sovereign . . . . . . . . . . . . . . . .6 Beholder and Eyekin Feats . . . . .41 Dominion of Revelations . . .98
Beholder Subspecies . . . . . . . . . . .6 Metamagic Feats and Eye Rays . .45 Beholder Monitor . . . . . . . . . . .100
Reproduction . . . . . . . . . . . . . . . . .7 Metamagic Feats and Eyebeams .46 Beholder Overseer, Greater . . . .102
Eye Rays and Their Uses . . . . . . . .8 Beholder Overseer, Lesser . . . . .103
Language . . . . . . . . . . . . . . . . . . . .8 Chapter Five: Beholder Equipment Beholder Skirmisher, Greater . . .104
The Eyekin . . . . . . . . . . . . . . . . . .9 Weapons . . . . . . . . . . . . . . . . . . .47 Beholder Skirmisher, Lesser . . .106
Armor . . . . . . . . . . . . . . . . . . . . .48 Besieger . . . . . . . . . . . . . . . . . . .107
Chapter Two: The Secret Life of Beholders Special and Superior Items . . . . .49 Incubator . . . . . . . . . . . . . . . . . .108
The Dominions . . . . . . . . . . . . . .10 Magic Items . . . . . . . . . . . . . . . . .51 Laborer . . . . . . . . . . . . . . . . . . .109
Beholder Hierarchy . . . . . . . . . . .12 Observer . . . . . . . . . . . . . . . . . .110
Sovereigns . . . . . . . . . . . . . .12 Chapter Six: The Beholder Campaign Shaper . . . . . . . . . . . . . . . . . . . .111
Subspecies . . . . . . . . . . . . . .13 Alternate Settings . . . . . . . . . . . .55 Template: Eyetouched Creature .112
The Eyekin . . . . . . . . . . . . . .13 Conversing with Beholders . . . . .56 Alternate Eye Rays . . . . . . . . . .113
Slaves . . . . . . . . . . . . . . . . . .13 Nine Dominions . . . . . . . . . . . . .57
Geopolitics . . . . . . . . . . . . . . . . .13 Consuming Eye . . . . . . . . . . .57 Chapter Nine: Fighting the Tyrants
Myths . . . . . . . . . . . . . . . . . . . . .14 Enigma . . . . . . . . . . . . . . . . .59 Introduction . . . . . . . . . . . . . . . .114
Rites and Rituals . . . . . . . . . . . . .15 Eternal Vigil . . . . . . . . . . . . .61 Organizations . . . . . . . . . . . . . . .114
Humanoid Interactions . . . . . . . . .16 Final Forge . . . . . . . . . . . . . .64 The Cleansing Light . . . . . .114
Beholder Cults . . . . . . . . . . . . . . .16 First Eye . . . . . . . . . . . . . . . .66 The Second Eye . . . . . . . . .115
Cult Organization . . . . . . . . .18 Flesh Reborn . . . . . . . . . . . .68 The Unseen . . . . . . . . . . . . .115
War Between Dominions . . . . . . .21 Poisoned Eye . . . . . . . . . . . .69 New Classes . . . . . . . . . . . . . . .116
Conflicts with Other Species . . . .21 Revelations . . . . . . . . . . . . . .72 Knight of Cleansing . . . . . .116
Watching Wheel . . . . . . . . . .73 Tyrant Hunter . . . . . . . . . . .117
Chapter Three: The Tyrants in Battle Beholder Encounters . . . . . . . . . .75 Skills . . . . . . . . . . . . . . . . . . . . .119
Running Sovereigns . . . . . . . . . . .22 The Endless Children . . . . . .75 Spells . . . . . . . . . . . . . . . . . . . . .119
General Strategies . . . . . . . . . . . .23 The Experiment . . . . . . . . . .77 Purity Domain . . . . . . . . . .120
The Deadliness of the Sovereign .24 Subversion . . . . . . . . . . . . . .78 New Spells . . . . . . . . . . . . .120
Eye Rays in Combat . . . . . . . . . .24 Tactics . . . . . . . . . . . . . . . . . . . .123
The Antimagic Cone . . . . . . . . . .26 Chapter Seven: Beholder Architecture
Adventurer Classes . . . . . . . . . . .27 Traps . . . . . . . . . . . . . . . . . . . . . .81 Expansions: Look for the article
Beholders with Allies . . . . . . . . . .28 Beholder Lairs . . . . . . . . . . . . . . .83 “Tools for the Tyrant Hunter” in EN World
Multiple Sovereigns . . . . . . . . . . .28 Beholder Outposts . . . . . . . . . . . .85 Player’s Journal #2, and the “Abbey Inn”
The Eyehold . . . . . . . . . . . . . . . .87 scenario in the Free Materials section at
Chapter Four: Characters with Many Eyes The Citadel . . . . . . . . . . . . . . . . .89 www.goodman-games.com!
Beholders as Player Characters . .29 Urban Beholder Settlements . . . .90
Eyekin as a Character Race . . . . .29 Architecture and Dominion . . . . .91

Introduction
I closed my eyes and waited to die. on the placement of eyes or the color of scales. Most say that be-
“You know nothing,” the beholder said. Its voice was harsh holders are driven by the desire to conquer all other creatures –
and rasping, with a pronounced buzzing underneath each sylla- despite the fact that few nations have ever come under direct at-
ble. “You stand within my sight, and if it were my desire you would tack by the tyrants. In fact, the truth is far more complex. Behold-
already be dead. You do not understand my purpose in this ers are highly intelligent creatures, and their behavior is rooted in
place.” ancient philosophies and religious beliefs. Not all beholders in-
I opened my eyes. The creature hovered before me, a night- herently hate humanoids; familiarity with the different beholder
mare sculpted from chitin and flesh. Around the mighty head, strains and their beliefs could be the difference between getting a
powerful black tentacles flexed and twisted; occasionally one of tyrant to talk to an adventurer and ending up as a statue or pile or
the eyes would turn and fix on me, sending an involuntary shiver dust.
down my spine. But it was the central eye that held my gaze, seem-
ing to devour my thoughts before I could speak. The book is divided into nine chapters:
“You think that I come to destroy, to subjugate your people,” Beholder Physiology provides a look at the beholder itself,
the tyrant rasped. “You see a battle between our kind and you as- examining its unusual anatomy and astonishing powers, along
sume that we are unreasoning beasts, interested only in conquest with a brief look at the many beholder subspecies.
and power. Fool! If conquest were our only goal, we would have The Secret Life of Beholders covers the rituals, customs, and
taken your world from you long ago. Look upon me. Your life, politics of beholders and their humanoid servants, the eyekin.
your body, your mind – with but a gaze, I could take any one of The Tyrants in Battle discusses tactics and strategies the
these. Were it my desire, I could slaughter every soul within this gamemaster can use to make the most of the beholder’s unique
town. Why, then, have I not done this? Why is it that my kind have abilities.
not eradicated your pathetic civilizations, or claimed them as our Characters with Many Eyes provides statistics for generating
own?” beholder or eyekin characters. In addition, this chapter is packed
From within the mass of writhing tentacles, one of the small- with new core and prestige classes, new feats, and all the details
er eyes fixed me with its gaze. An invisible hand wrapped around on how to acquire and use your very own eyestalks!
my chest, forcing the breath from my lungs and lifting me into the Beholder Equipment presents armor, weapons, and magic
air. The beholder watched me, its central eye calm and expres- items designed specifically by beholders for beholders.
sionless. “I… don’t know…” I managed to gasp. The Beholder Campaign provides a host of ideas for incorpo-
“You do not,” the tyrant said. The smaller eye blinked, and I rating the eye tyrants into an ongoing game and takes a detailed
fell to the floor. “But you will learn.” look at the beholder nations – the Dominions.
Beholder Architecture takes a look at beholder communities,
In a world filled with strange and terrifying creatures, the be- including the theories behind construction and defense, and lay-
holder is one of the most dangerous foes an adventurer will face. outs for sample beholder settlements.
Possessed of great intelligence and horrifying power, a single be- Creature Statistics provides statistics for all of the new sub-
holder can devastate an army. The spells of wizards wither away species and other creatures presented in this book.
under the gaze of the beholder’s central eye – and warriors who Fighting the Tyrants looks at life on the other side of the bat-
seek to close with the monster can be enslaved, slain, or even dis- tle. It presents a handful of groups that oppose the beholders, dis-
solved into dust with but a gaze of one of the creature’s lesser cusses tactics adventurers can use to overcome the tyrants, and
eyes. presents new spells, skills, and prestige classes for the would-be
But for all the fearsome legends and nightmarish tales in- beholder slayer.
volving the eye tyrants, little is truly known about the beholder.
Sages say that these creatures are hateful beings, so xenophobic For reference, the stat block of a standard beholder (referred
and filled with prejudice that they will kill their own kind based to in this work as a sovereign) can be found on page 93.

Chapter One
Beholder Physiology
Few adventurers ever see a beholder city, and as a result few Basic Anatomy
humanoids realize that there are a wide variety of beholder sub-
species. Like many insect societies, each beholder subspecies is Beholders are asexual creatures and do not possess any phys-
genetically designed to serve a specific role within the communi- ical means of reproduction. At the end of its life cycle, a sovereign
ty. In addition to these subspecies, beholders are also divided into beholder (described in the following section) can transform into a
groups known as Dominions – an allegiance that has a social and larger, sedentary creature known as an incubator, a creature that
physiological basis. Beholders from different Dominions have a can produce beholders of all types.
distinctive appearance; those of one sect may be covered in rep- The beholder’s mouth is designed for combat and communi-
tilian scales, while the members of another Dominion are formed cation. Aside from the cavity directly behind its mouth, the be-
of tough, leathery flesh. But regardless of subspecies or cosmetic holder has no stomach. It has no need for physical nourishment; it
distinctions, all beholders share a number of common traits: is sustained by the same extraplanar energy source that provides
• A spherical body dominated by a powerful mouth and a sin- the powers of its eye rays. A beholder can still make use of magic
gle central eye. potions; it absorbs the magical energy from the liquid and then
lets the inert fluid dribble out of its mouth.
• Use of levitation as a means of locomotion. Likewise, a beholder has no lungs and does not actually
• Prehensile tentacles instead of limbs, many of which are breathe. Beholders are immune to airborne poisons and infections,
tipped with smaller eyes. In most species, these tentacles are and can operate underwater without difficulty. A beholder’s swim
too short to be used to manipulate objects. speed is the same as its fly speed. Many adventurers that have en-
countered beholders underwater have assumed these to be an
• The ability to project mystical energy through the eyes. Each aquatic subspecies; in fact, all beholders are fully amphibious.
eye is designed to channel a specific form of energy. While a beholder has no heart, it does have a translucent cir-
culatory fluid. Among other things, this liquid plays a critical role
These facts are common knowledge. But over the years, in the beholder’s ability to fly. The fluid is kept in motion through
sages have asked many questions: What do beholders eat? Where a process of muscular contraction; in a sense, a beholder’s entire
are their reproductive organs? Do they excrete waste products, body acts as a heart. As a result, a beholder can be poisoned de-
and if so, from where? Since the beholder’s ability of flight is not spite its unusual anatomy.
affected by the powerful antimagic field produced by the central
eye, what produces the effect? Movement
The answers are stranger than most would imagine. The be-
holder is an aberration, and its anatomy defies the normal laws of If for some reason it needs to, a beholder can move about on
biology. A beholder has no recognizable internal organs; it does not the ground. This is accomplished through the slow contraction of
have lungs, a heart, a stomach, or even a brain. The bulk of a be- the muscles of its “chin,” and is similar to the movement of a slug.
holder’s body mass is pure muscle, and this accounts for a behold- But as a general rule, a beholder prefers to fly. The beholder’s
er’s high natural armor class and significant hit points; it’s very dif- power of flight is another physiological anomaly. The beholder’s
ficult to hurt the creature without literally hacking it to pieces. circulatory fluid naturally (or unnaturally, as the case may be) re-
A beholder’s strange metabolism and power are sustained by pels the force of gravity. By flexing and contracting certain mus-
energy from beyond the planes. Those beholders with a mystical cles to shift the concentration of fluid, a beholder alters the grip of
bent call the source of this power the Void; these mystics claim gravity on its body, which causes it to move or turn. The flight
that it is a force both older and more powerful than any god, and speed of a beholder is fairly slow, equivalent to the land move-
that the beholders are its channel into the material world. The Void ment of the average dwarf; it also requires a certain amount of
and the beliefs of the beholders will be discussed in more detail in space to perform turns and other complex maneuvers. However, a
Chapter Two. beholder that devotes itself to the task can perfect its powers of

flight, increasing its movement speed or enhancing its maneuver- the actions of every eye – simultaneously targeting ten separate
ability until it can move in any direction at will. creatures with its eye rays, while moving and attacking another
The amount of weight that a beholder can carry while flying creature with its jaws. The answer is that each eye is to a certain
is determined by its Strength score. While carrying a heavy load, degree an independent creature. The central eye holds the bulk of
a beholder’s ability to maneuver is reduced by one category. As a a beholder’s intelligence and personality, but the lesser eyes can
beholder is injured and loses blood, it becomes less buoyant; a be- handle simple tasks and instructions. Most of the time the central
holder that has lost 50% of its hit points takes a -3 circumstance eye is in complete control, but in combat it will provide each eye
penalty to its Strength score solely for the purpose of determining with a prioritized list of targets; the eyestalks can then engage the
its carrying capacity; if it is reduced to 25% of its total hit points, enemies without further direction. A network of nerves connects
this penalty is increased to -6. None of this affects a beholder’s the different eyestalks to the central eye, allowing the primary eye
ability to carry objects using telekinetic eye rays; this only applies to receive sensory input from all of the secondary eyes.
if the creature is actually bearing the weight on its body.
When a beholder is unconscious, it will continue to float in The Sovereign
place. If it is killed, the unnatural properties of its blood slowly
begin to fade. It will remain floating for approximately 15 min- The beholder subspecies most frequently encountered by ad-
utes, after which it will sink to the ground. If gentle repose is used venturers – indeed, the creature most folk believe to be the only
on the corpse, it will remain floating for the duration of the spell. form of beholder – is known among its own kind as the sovereign.
If it is preserved in this manner, beholder’s blood can be a valu- Highly intelligent and equipped with a versatile and powerful set
able alchemical component. And yes, if a beholder is injured, its of eye rays, a sovereign serves as both administrator and sacred
blood does float up instead of dripping down to the earth. warrior. A sovereign beholder is well-equipped to handle almost
any sort of challenge, and its ability to dominate the minds of less-
Sight, Sound, and Thought er creatures allows it to build up slaves as needed. This is one of
the primary reasons that few adventurers know about the other
A beholder possesses exceptionally keen eyesight, and has subspecies of beholder; for the most part, the sovereigns are the
darkvision with a range of 60 feet. But darkvision is the least of only beholders that ever leave their hidden cities.
its sensory powers. Scholars have spent years trying to determine A sovereign beholder has a large central body, generally six
how a beholder perceives sounds. Its sense of hearing is remark- or more feet across. The creature possesses ten eyestalks in addi-
ably acute – and yet, it possesses no ears of any sort, either exter- tion to its central eye. The powers of these eyestalks may vary
nally or within its internal organs. The answer again lies within based on the Dominion of the beholder, but each eyestalk pos-
the beholder’s remarkable eyes. A beholder ‘hears’ through a sesses a unique power. A sovereign will always possess a number
process of synaesthesia – that is, it actually sees sounds. This is of powerful offensive abilities (such as finger of death or disinte-
not the same as lip-reading; a beholder can eavesdrop on a con- grate), and generally has some method of influencing the minds
versation from behind a curtain, just as a human could. If a sound of others (charm person, charm monster, dominate animal). As a
could be heard by a normal individual, it can be seen by a be- sovereign ages, it grows in size and its eye rays become more po-
holder. A side effect of this is that beholders are immune to the tent. A sovereign can live for up to three hundred years; at the end
deafness condition; a beholder’s synesthetic sense cannot be over- of its life, it either rots away or continues to grow into a larger
whelmed by noise, and spells targeting the sense of hearing will sedentary creature known as an incubator.
have no effect on the creature. However, anything that strips the
beholder of its sense of sight will also cause it to be effectively Beholder Subspecies
deafened. While a beholder “sees” sound, it still makes use of the
Listen skill; Listen represents its ability to interpret data through While the sovereign is one of the most powerful and versatile
its synesthetic sense. forms of beholder, the population of a beholder city may include
As strange as these traits are, perhaps the most unusual ele- a variety of different subspecies. These creatures are genetically
ment of beholder physiology is its brain – or lack thereof. A be- designed to fill a specific role within the community. For the most
holder has no physical brain. Its sentience is contained in a mys- part, these creatures are considerably weaker than the sovereign;
tical energy field bound to its eyes. Larger eyes generate greater this makes them suitable opponents for adventuring parties that
levels of intelligence. Many adventurers who have faced these could never hope to defeat a beholder sovereign.
creatures in battle have wondered how a beholder can coordinate As noted at the start of this chapter, all of the beholder sub-

species share the same fundamental traits. What varies is the size
of the creature, its number of eyestalks, and the mystical powers
that it possesses. The cosmetic appearance of the creature will be
determined by its Dominion, just like the sovereign.
Common beholder subspecies include the following:
• The laborer is the least intelligent of the subspecies; its function
is simply to transport heavy loads using its telekinetic eye rays.
It has a tremendous amount of strength and its eye rays can lift
a massive amount of weight. The laborer has an ovoid body,
with the point extending directly behind its central eye; the top
of its body is slightly flattened, in order to support goods. The
average laborer is approximately nine feet in length.
• The monitor is a tiny beholder only fifteen inches from nose
to foot. It possesses five eyestalks with relatively weak pow-
ers, but it is a fast and nimble flier. The monitor is used as a
spy and messenger.
• The observer is a living security system. The main body of an
observer is approximately four feet across. What makes the
observer unique is that eight of its ten eyestalks are capable
of independent motion. These floating eyes can travel up to a
mile from the main body, while still relaying sensory input to
the creature.
• The overseer is a weaker form of the sovereign. Measuring up
to four feet across and possessing only seven or eight eye- through these eye-tentacles, while the smaller ones simply
stalks, the overseers monitor and control the slave populations lash and constrict their enemies.
of beholder cities. In rare cases, a greater overseer may be sent Full statistics for these creatures are found in Chapter Eight.
on a mission to the surface in place of a sovereign.
• The shaper as a specialist in construction and maintenance. Reproduction
Teams of shaper beholders construct the vast subterranean
cities of the beholders, using telekinesis and eye rays that can Beholders are asexual creatures, and do not have offspring in
soften and shape stone and earth. The central body of the the natural course of their lives. The average lifespan is about
shaper is two feet across, and slightly ovoid; it possesses five three centuries, and after this time most beholders sink to the
smaller eyestalks in addition to its central eye. In addition to ground and die. However, some beholders find a deeper connec-
possessing multiple telekinetic eye rays, the shaper possesses tion to the Void just before the moment of death and metamor-
a set of prehensile tentacles that can be used to manipulate phose, becoming an incubator. These beholders lose the power of
small objects. These tentacles are quite short, but they still flight and grow to enormous size – when fully developed an incu-
allow the shaper to perform various forms of manual labor bator is fifty feet tall and about that wide at the middle, where its
that are difficult for other beholders. central eye scans the room mindlessly. Its base is wider, and its top
• There are also a variety of beholders that seem to have been narrows to ten stalks. The beholder loses the eyes at the ends of its
designed for war. The besieger is a larger version of the mon- tentacles, and instead an orifice opens at the top of each tentacle
itor, but its five eye rays have an extended range and all in- that acts as a birth canal. The swollen beholder becomes translu-
flict direct damage. The gauth is considerably more intelli- cent and full of a viscous pink liquid.
gent and versatile than the besieger, but its eye rays have a Eventually, small globular cocoons appear at the bottom of
much shorter range. Finally there are the skirmishers, vicious the incubator. They grow over time, and as they grow they rise in
creatures specializing in close combat. Skirmishers lack the incubator. When they get to the top, they are six-foot wide
ranged combat capabilities, but possess powerful tentacles; spheres, or smaller in the case of smaller variants. When they are
the larger skirmishers can channel supernatural attacks ready to be born, the cocoons tear open and a full-grown behold-

er emerges from the cocoon, fighting its way through the birth DC of the check should be increased for more complex actions
canals. such as operating devices or separating coins.
An incubator gives birth once every ten years or so. The tim- Disintegrate is a powerful weapon, but it is also an invaluable
ing of the event varies slightly for each incubator. No more than tool for building subterranean lairs. A beholder can use this beam
10 beholders can be born in a given Birth, and usually only 6-8 co- to destroy ceilings or floors in order to escape or gain room to ma-
coons open to allow the new beholders through the birth canals. neuver; it can also be used to create hiding spaces or makeshift
Unless the size of the cocoon made this obvious before, this is the prison pits.
first indication of which variants of beholder will be born in this Charm person, charm monster, and sleep are all used to con-
Birthing cycle. Adult beholders must watch the Birthing carefully trol slave populations – although some Dominions prefer to rule
– a beholder that becomes stuck in the birth canal can die and taint through force and terror as opposed to maintaining order through
the entire incubator, risking future generations. such peaceful methods. The charm beams are especially useful for
Beholders are born as fully formed adults. They have an adult sovereigns sent out on independent missions, as they can quickly
size and the same set of knowledge and motivations as the incu- build up a base of slaves and servants within any humanoid pop-
bator did when it was a beholder. Their personalities may differ ulation.
slightly and there will be some physical variation, but beholders Inflict moderate wounds is a relatively ineffective weapon
from the same incubator have the same basic features. Although a when compared to finger of death. However, it is an excellent tool
beholder begins life with a great deal of knowledge and intelli- for chastising or torturing rebellious subordinates. Beholders have
gence, it must be taught current events and assigned to a specific a fine degree of control over the power of the beam; when using
task – if the task is not one the incubator knew, it must be trained this eye ray, a beholder can set a maximum amount of damage that
in the details of this as well. Beholders are very intelligent, so the spell cannot exceed. So if a beholder is dealing with a weak
training usually lasts a week and lasts no longer than a month. If slave who might die if exposed to the full force of the beam, the
a beholder still doesn’t understand after that time, it is considered beholder can choose to limit the damage to a maximum of 3 points
malformed and is destroyed or exiled. – just enough to hurt.
To disrupt the eye beams of the developing beholders, incu- Finger of death, fear, and slow are generally only used in bat-
bator blood develops antimagic properties, similar to the central tle. Flesh to stone is primarily a weapon, although some behold-
eye ray of a sovereign. This prevents the incubator from being dis- ers use it for artistic purposes.
integrated or petrified by the developing beholders. Some Domin-
ions have learned to synthesize this material for use in combat This does not begin to cover the many ways in which the eye
against other magic users or supernatural creatures. Details on this rays can be used in combat. This subject will be covered in more
liquid antimagic can be found in Chapter Five. detail in Chapter Three.
While most beholders emerge from an incubator, there is a se-
cret ritual that allows an extremely corrupted cultist to become a Language
beholder. The details of this rite can be found in Chapter Two.
Lacking lungs, a beholder should not be able to speak, but a
Eye Rays and Their Uses vibrating membrane in the back of their mouths allows them to
vocalize. Their voices are raspy and often have a buzzing tone on
The beholder is primarily known for the magical power of its vowels – although all beholders can speak Common, this accent
eye rays. These mystical rays are powerful weapons in combat – afflicts those beholders who are not in the habit of speaking it very
but they are also a beholder’s primary method of interacting with often. Beholders who often deal with humanoid populations can
its environment, and many have useful applications in everyday overcome this accent with practice.
life. To look at the eye rays of the common sovereign: The beholder language uses these rasps and buzzes as part of
Telekinesis is a beholder’s primary method of manipulating its phonics. It can be tricky for a normal throat, but humanoids can
physical objects. Due to the tremendous frequency with which be- learn Beholder – in fact, the humanoid eyekin use it as their lan-
holders use this power, they are capable of performing more deli- guage. Beholders themselves are physically incapable of writing,
cate actions than the spell normally allows. A beholder can teleki- but they can read. Using telekinesis they can use pull books from
netically perform any action that a human could perform with a shelves and turn pages. Some beholders, especially those of the
single hand. It can perform a simple action that would normally Dominions of the Final Forge and First Eye, want important
require two hands by making an Intelligence check (DC 10); the events, secrets, and accounts written down for posterity, so they

have a scriptorium of eyekin scribes working in their cities to en-
sure that their laws and achievements are recorded in their own
language.
The spells comprehend languages and tongues work to inter-
pret spoken or written beholder tongue. However, when not in
combat, beholders and their variants also use a variety of signals
to supplement their verbal language, much as humans use facial
expression and body language. Between the alien psychology of
the beholder and this lack of discernable body language, many ad-
venturers who speak with beholders find it difficult to interpret the
true thoughts of the aberrations. As described on page 119, the
gamemaster may choose to apply a -5 circumstance penalty to the
use of certain skills to reflect this difficulty; the Knowledge (aber-
rations) skill offsets this penalty.
In conversations with others of their kind, beholders hover at
a height relative to the other beholder to indicate their social sta-
tus. An observer who knows to watch for this can make a Spot or
Knowledge (aberrations) check at DC 10 to see which one has
higher status.
The Eyekin
The beholders are known as eye tyrants for a reason. Many of
the Dominions use humanoid slaves in their cities. Sometimes the
beholders will enslave local humanoid populations or capture un-
wary travelers. But over the centuries, the major cities have built
up their own humanoid populations. And slowly – over the course of 60 feet, and an eyekin with his torso exposed possesses the
of dozens of generations – the power of the Void has twisted and same all-around vision as a beholder. Most eyekin have at least
corrupted these people, producing a race that is both more and less one eye placed on a hand or a foot, which can allow the eyekin to
than human. These are the eyekin. peer around corners or over obstacles. While these additional eyes
Most eyekin come from human stock, and under the right cir- do not possess the magical powers of the eyes of a beholder, many
cumstances it can be difficult to see any difference between one of eyekin are able to channel the power of the Void; this ability is
the eyekin and a normal human being. Eyekin often have sallow represented by levels in the beholder cultist class, with powers
complexions and unusually large eyes; they rarely blink, and they similar to beholder eye rays manifesting through tentacles which
often have mismatched irises. But what reveals the true nature of grow from the cultist’s body. More information on the cultist core
the eyekin is the number of eyes that they possess. In addition to class is provided in Chapter Four.
the two normal eyes of a human, an eyekin possesses six to twelve The relationships between the beholders and the eyekin vary
additional eyes scattered across his body. The size, shape, and from Dominion to Dominion. Most eyekin are devoted to their
color of these additional eyes vary widely. Placement is random; masters and view themselves as being touched by divinity. In the
many eyekin can hide their additional eyes beneath clothing when Dominion of the Final Forge it is possible for an accomplished
they wish to pass as human, but some possess additional eyes on eyekin to earn a position of authority among the beholders. In
their faces. Eyes can be found anywhere on the body; some eye- other Dominions, a powerful eyekin cultist who performs a great
kin even have eyes on their tongues. These secondary eyes are service for the Dominion may be mystically transformed into a
sealed with a tough translucent membrane that protects them from beholder himself. But more often than not, the eyekin are treated
physical contact; thus an eyekin with eyes on the palms of his as slaves, even if they are privileged slaves. The beholders of the
hands or the soles of his feet can keep his eyes open under cir- Eternal Vigil will often destroy eyekin who advance to high lev-
cumstances that would normally be dangerously unsanitary. els, lest they rise to threaten their masters.
Eyekin have excellent eyesight and darkvision with a range Further details on the eyekin can be found in Chapter Four.

Chapter Two
The Secret Life of Beholders
“You call us tyrants, and yet you know nothing of our cul- vicious brutes who are as cruel to their own kind as they are to hu-
ture,” the beholder said. I could see my terrified face reflected in manoids. But the truth is far more complex. There are a variety of
the glistening surface of its central eye, and two of its smaller eyes beholder societies, and most have been in existence for hundreds
peered around the great floating head to watch me. I tried not to of years. From beneath the earth, in the depths of the oceans, the
think about the powers that those eyes could unleash at any mo- shadows of dark woods, and the mists of storm clouds, the be-
ment. “We rule others because it is our purpose – it is what we holder Dominions watch the world and carry out strange tasks to
were made to do. Your kind has no direction, no destiny. You are complete unknown goals.
at the mercy of fate. We were crafted by the Void to bring order to
this world, both to your people and the others of our kind. We are
here to help you. We will give you the destiny that you lack.” The Dominions
The young woman from the inn entered the room and bowed
to the beholder. “Lord Ixthaliik,” she said, pronouncing the alien Beholders are divided into social units called Dominions. The
name with surprising ease. “We have captured two of the other in- beholders of a Dominion are bound together by psychology, phi-
truders, but the fourth escaped us. Constable Kettrin is arranging losophy, and physiology. All beholders within a Dominion share a
a search party.” The beholder dipped its head slightly, indicating distinctive appearance, regardless of subspecies. Skin texture and
its approval. coloration, size and placement of the smaller eyes, shape of the
As usual, my tongue ran ahead of my senses. “So this is your jaw and teeth – all of these are distinct to a particular Dominion.
idea of ‘destiny’? You steal the minds of the townsfolk and you call Many humans who have observed conflict between beholders of
it ‘help’?” different Dominions have assumed this battle to be based purely
A third eyestalk fixed its gaze on me, and I felt a wrenching on physical appearance; in fact, the appearance of the beholder is
pain. “You try my patience,” the beholder rasped. “It is true that merely an indication of the ideological differences that truly drive
I have used my sight to lift the burdens of many of these villagers. such aggression.
Before I came, they were torn with conflicting emotions. They While Dominion defines the appearance of a beholder, it has
quarreled. They fought. The stole from one another. I have an equally strong affect on mind and soul. The beholders believe
brought peace and order where before there was only chaos. But in a vast and powerful force known as the Void – an alien con-
not all of your kind are so short-sighted as you are. Some recog- sciousness that lies beyond the known planes. Creatures of flesh
nize what we have to offer. You could as well – if you only had eyes cannot understand the mind of the Void, and the Void itself cannot
to see it.” One of its eyestalks turned towards the woman. truly comprehend the nature of the material world. And so the be-
“Saryn?” holders were created to act as its eyes. Each Dominion captures
She turned to face me and slowly pulled the collar of her the essence of a different fragment of the Void; in a sense, they
blouse down a few inches. Just below her lovely neck, a large eye embody different elements of its personality. At its heart, the Do-
looked up at me. The iris was glittering gold with a slitted pupil, minion of the Poisoned Eye is driven by hatred and aggression,
and the eye itself was about three inches across. With her other while the Dominion of the Eternal Vigil in motivated by fear; yes,
hand she tugged at the back of her left sleeve, revealing a delicate in many ways, the beholder is more afraid of you than you are of
green eye just below the wrist. She smiled, and blinked with all it. Many Dominions are broken into a handful of smaller units,
four eyes. known as sects; each sect has a slightly different interpretation of
the core beliefs of the Dominion. Within the Dominion of the
Adventurers rarely encounter multiple beholders at once. Eternal Vigil, one sect may express its fear by hiding within heav-
Sovereign beholders are exceptionally powerful and intelligent, ily defended fortresses and labyrinths, avoiding all contact with
and usually a single sovereign is all that is required to accomplish other species; another may attempt to overthrow or destroy near-
a specific goal. As such, some adventurers don’t even realize that by societies before they uncover and destroy the paranoid behold-
beholders have a culture. The tyrants are seen as simple monsters, ers. All beholders share the memories of their parent, and most
10

sects spring from a single beholder incubator. As a result, each beholder equivalent of the Inquisition, these First Eyes are fanat-
sect has a single citadel that is the seat of its progenitor and its ics that seek out and judge their own kind, eliminating those who
power. Beholder cities are discussed in Chapter Seven. are deemed unworthy. Like the general aggression of the Poisoned
A beholder’s Dominion strongly influences its outlook on the Eye, this is a common source of tales about beholder vs. beholder
world. Beholders are not hive creatures; each beholder has its own conflict.
individual personality. But the Dominion is an overwhelming, The Dominion of the Eternal Vigil embodies fear, suspicion,
driving force that forms all of a beholder’s goals and actions. Most and paranoia. The beholders of the Eternal Vigil fear all other crea-
beholders are completely loyal to other members of their sect. tures. This manifests in a variety of ways among the sects of the Do-
Generally the sects align against other Dominions, although there minion. A few sects barricade themselves within massive subter-
are exceptions; the beholders of the Eternal Vigil are just as suspi- ranean fortresses; in the depths of these labyrinths, they labor tire-
cious of their other sects as they are of other creatures. But beyond lessly to create new weapons and traps to defend their cities. Others
sect there is no loyalty between beholders. Each Dominion sees it- take a more proactive approach and seek to destroy any creatures or
self as representing the true nature of the Void. In some cases this societies that could prove a threat to their sect. The beholders of the
results in physical conflict between the Dominions; the Dominion Eternal Vigil are far subtler than those of the Poisoned Eye. As the
of the Poisoned Eye is well known for fighting other beholders. ultimate paranoiacs, they are masters of instilling paranoia in others.
But even if two Dominions do not fight one another, relations will If the Eternal Vigil wishes to destroy a nation or organization, it will
at best be chilly on the surface and treacherous underneath. try to trick others into doing the fighting, creating strife and discord
Here is a brief description of the most prominent and power- where none existed before. While beholders of the Eternal Vigil
ful beholder Dominions. Complete details on the Dominions – in- trust the members of their own sect, they are suspicious of all other
cluding the physical appearance, special abilities, game rules, and beholders, including the other sects of the Eternal Vigil; that which
number of sects for each one – can be found in Chapter Six. This they fear, they will attempt to destroy.
list is presented in the order of size; the Dominion of the Poisoned On rare occasions, beholders of the Eternal Vigil simply go
Eye is the largest Dominion, while the Dominion of Revelations mad with fear. These paranoids will attempt to destroy any crea-
is the smallest. ture that comes within eyesight. Such a beholder is an ideal choice
The Dominion of the Poisoned Eye is driven by hatred, ag- if a gamemaster is looking for a random beholder encounter with
gression, and malice towards all creatures. The long-term goal of no long-term consequences.
the Poisoned Eye is to destroy all other creatures. This includes The Dominion of the Consuming Eye is filled with greed. A
the beholders of other Dominions, and the actions of the Poisoned relatively small Dominion, the Consuming Eye seeks to acquire
Eye are the main source of the myths concerning beholders fight- material goods. Each sect – and to a lesser degree, each individual
ing one another based on physical appearance. There are a few sovereign – of the Consuming Eye has a particular passion. Some
Poisoned Eye sects that engage in unreasoning acts of aggression, collect weaponry (both magical and mundane). Others capture
hunting and destroying all creatures they encounter for the sheer strange animals, or maintain stone menageries of petrified adven-
joy of it. But the Dominion is equally capable of carefully planned turers. The beholders of the Consuming Eye are known for their
military actions. A Poisoned Eye beholder might raise an army of magnificent treasure hoards, which can be tempting targets for
goblinoids to ravage the countryside, or unleash charmed mon- parties of adventurers. Since a Consuming Eye beholder is more
sters on a helpless population. The key point is that the ultimate interested in increasing the size of its hoard than in causing pain
goal of these acts is not to gain long-term power or territory – it is and suffering, it can actually make a wealthy patron for a party of
simply to spread pain and misery across the land. adventurers – if the characters are willing to work for a greedy and
The First Eye also calls itself “the First Dominion”; its mem- amoral monster.
bers claim to be the direct descendants of the first beholders cre- The Dominion of the Final Forge is an oddity, in that many of
ated by the Void. These arrogant beholders are filled with pride its sects are actually lawful good in alignment. The beholders of
and believe themselves to be superior to all other creatures; they the Final Forge are obsessed with imposing order upon the world.
are the archetypal “eye tyrants.” They are obsessed with dominat- Where the First Eye seeks to conquer humanoid civilizations, a
ing other creatures, and of all the Dominions they have the largest beholder of the Final Forge will actually try to work from within
physical empire. Compared to many other beholders, those of the to transform a city or nation into a utopia. Of course, each sect has
First Eye are also very conscious of image and appearance; they a different idea of the nature of utopia. And while many of these
seek to amass great wealth and to construct fabulous monuments. beholders are lawful good, they take this to its most frightening
While most sects focus on conquest and the enslavement of other extreme. For example, a beholder of the Final Forge has no com-
creatures, one notable exception is the Eye of Judgment sect. The punctions about eliminating free will if that is what is best for both
11

you and your society. Communities under the influence of the The Dominion of Revelations is the smallest Dominion; only
Final Forge could impose the death penalty for the most trivial a handful of these beholders exist. The sovereigns of Revelations
crimes, or even carry out horrible programs of racial cleansing – are aerial beholders, adapted to life among the clouds. Powerful
provided that in the larger picture these things contribute to the oracles and diviners, they watch the world from on high. When
greater good of the society. And since the Final Forge is prepared they act, it is always indirectly; a beholder may send a message in
to work for hundreds of years to perfect its utopias, it may be a a dream, warning an adventurer of an upcoming threat. In some
long time before the subjects of these social experiments actually ways, the motivations of the Dominion are as mysterious as those
see the benefits. of the Dominion of Enigma. Generally their warnings allow oth-
The Dominion of the Watching Wheel is the most chaotic ers to disrupt the plans of other beholder Dominions, and it may
group of beholders. The ruling passion of the Dominion is curiosi- be that they seek to maintain a balance of power between the be-
ty, and its members are obsessed with the acquisition of secret holders and the rest of the world. Or they may have a hidden agen-
knowledge and the answers to bizarre questions. Some sects are da of their own, something that has yet to be discovered.
most interested in obtaining forgotten lore or the secrets of long-
dead civilizations. Others are intrigued by humanoid psychology,
and will create elaborate scenarios designed to test the responses of
Social Structure:
adventurers. While some of its plans and experiments may seem to
be whimsical or amusing, the Watching Wheel places no value on
The Beholder Hierarchy
the lives of other creatures and will place victims through excruci-
ating physical or psychological torment on the slightest whim. Beholders have a very stratified society. While there is some
The Dominion of Enigma is a mystery even to the other be- variation between the different Dominions, as a general rule each
holders. Enigma beholders rarely communicate with other crea- member of a community has a specific role and is overseen by an-
tures, and their goals and actions are bizarre and inexplicable – other tier. Typically a council of sovereigns occupies the top of the
though invariably horrible and disturbing. The beholders of the pyramid, itself dominated by a single High Councilor. The bottom
Enigma spend most of their time engaging in strange mystical ex- tier is the population of slaves that form the backbone of the be-
periments. While this work can often pose a deadly threat to near- holder community’s labor force. This section examines each level
by communities, it is unclear if this is the intent of the beholders, of beholder society.
or if they simply have no interest in the side effects of their ex-
periments. These beholders seldom interact with those outside of Sovereigns
their Dominion; any act of aggression against the Dominion of
Enigma is met with deadly magical retaliation, and most other be- Sovereign beholders are the natural leaders of beholder soci-
holders will leave them alone – although some will try to use ety. A sovereign is highly intelligent and charismatic, and pos-
catspaws (like adventurers) to eliminate these disturbing rivals. sesses a versatile array of deadly eye rays – in addition to the an-
The members of the Dominion do not actually use the title “Do- timagic field, which can negate the eye rays of the weaker sub-
minion of Enigma,” as they rarely communicate in any way with species. Depending on Dominion, the sovereigns may hold power
outsiders. A sovereign of the Dominion of Revelations first used through fear or respect; alternately, they may enforce their rule
the title and it has since come into common use. through lethal force.
The Dominion of Flesh Reborn is believed to be an offshoot The most common form of beholder government is the sov-
of the Dominion of Enigma. Like the sect that spawned it, the Do- ereign council. Each sovereign in the community has a place on
minion of Flesh Reborn focuses on strange and disturbing exper- this council, and may choose to attend meetings to debate the
iments. However, the beholders of Flesh Reborn are most inter- sect’s current course of action or to resolve legal disputes. Deci-
ested in the creatures of the natural world; they themselves have sions are made on the basis of simple consensus. Because behold-
adapted their powers and forms to better interact with the plants ers of the same sect share the same memories and are driven by
and beasts of the wilds. In dark forests and murky swamps, the the same ruling passions, they typically agree with one another,
sovereigns of Flesh Reborn twist and alter the beasts of the wild and it is rare that a council finds itself deadlocked. However, for
to create new and dangerous forms of life. Like the Dominion of the rare times when this occurs, one beholder holds the office of
Enigma, their ultimate goals are often a mystery. Are they seeking High Councilor and has the power to make final rulings. The re-
to accelerate evolution, creating the perfect lifeform? Do they quirements for this office vary based on the Dominion; the Poi-
wish to craft living weapons to fight the civilized races of the soned Eye uses trial by combat, the First Eye judges by number of
world? Or are their goals even more bizarre and inexplicable? slaves, and the Final Forge makes its choice based on social
12

achievement. While there is only one official rank within most Where it is allowed, eyekin govern themselves using any po-
councils, the accomplishments of a sovereign are always taken litical structure they wish. High-level cultists often occupy lead-
into account during debate; in a council session of the Consuming ership roles, but in some Dominions the eyekin have an aristocra-
Eye, the wealth and property of each councilor will have a subtle cy or a meritocracy. Those Dominions who give their eyekin the
but powerful influence on the discussion. least rights do not allow them to create internal political systems.
As a general rule, a sovereign has full freedom to act as it sees In large eyeholds or citadels with good eyekin relations you may
fit. If a sovereign feels the need to disintegrate an impudent slave, find economic institutions, such as guilds, or developed religious
it will not be called to council to account for this action. The one communities surrounding the cultists. Schools may be created for
exception is if the actions of a beholder clearly violate the current children and for other advanced studies, particularly in the Do-
goals and actions of the entire sect. In this case, the beholder will minion of Enigma, where the primary task of the eyekin is to as-
be brought before the council, which will debate the fate of the ac- sist with arcane and esoteric studies. The Dominion of the Final
cused. Typically, the sovereign will be found innocent and re- Forge will go out of their way to create these structures, often par-
leased, or declared guilty and disintegrated; most Dominions have ticipating in them alongside the eyekin.
no interest in rehabilitation or other more subtle forms of justice.
Slaves
Subspecies
Slaves are usually gathered through the use of charm monster
The sovereigns float at the top of the social pyramid. The next rays and threat of physical force. Slaves with valuable skills may
few levels are occupied by the other beholder subspecies. The pre- be incorporated into the economy of the sect, manufacturing
cise relationship between the subspecies varies based on the Do- goods for the beholders. But more often, slaves are used as sol-
minion and the purpose of the city. In a community dedicated to diers, laborers, or subjects for dangerous experiments. Charm
war greater skirmishers and gauths hold the next tier, whereas in a monster is used because of its extended duration, but this also al-
city devoted to trade and manufacturing the overseer variants have lows the beholders to recruit a wide variety of slaves. Humans
greater authority. But regardless of relative rank, the subspecies ul- generally make up the largest percentage of the slave population,
timately have little authority in comparison to the sovereigns. Each but this can vary based on the location of the city. Drow, goblins,
is expected to perform its specialized task in order to maintain the dwarves, duergar, orcs, trolls, and many other races can all be
city and to assist with the long-term goals of the sect. found mixed in with the general mass of humans and eyekin.
Slaves have no legal rights in beholder society, and they do
not even have the fiction of owning property. They must obey any
The Eyekin order an eyekin or beholder gives them. Some cities, such as those
run by lawful good beholders from the Dominion of the Final
Eyekin occupy the next level of legal status. All Dominions Forge, may treat their slaves so well that the slaves might not
use eyekin to some extent in their largest population centers – as think of themselves as slaves, but rather as a protected population
humanoids, eyekin can use their hands for more delicate tasks under the benevolent guidance of the eyekin and the beholders.
than the beholders’ telekinesis ray. Outside of the beholders’ an- Even in these situations the population finds its lives and roles
timagic field eyekin cultists and wizards can carry on experiments carefully directed “for their own good” by the aristocratic sover-
and develop magical equipment that is useful to the eye tyrants. eigns and their eyekin lieutenants.
The Dominions of the First Eye, the Poisoned Eye, and the Con-
suming Eye generally treat their eyekin only slightly better than
slaves – they occupy the roles of foremen or prison guards for the Geopolitics
slave populations. The Dominion of the Eternal Vigil often uses
eyekin in place of slaves, so their rights in these cities are the most Beholder communities generally fall into one of four differ-
limited. In the cities of the Dominions of Enigma and the Watch- ent levels. The political center for a sect is known as the citadel.
ing Wheel the most able eyekin may assist their masters with their This city houses the incubator that produces young beholders; as
experiments. Even in these communities eyekin are not equals to such it is a vital to the survival of the sect and will be defended at
the beholders, but they can be granted some rights to property – a all costs.
beholder can redistribute this property whenever it wants, but no Cities that do not possess an incubator are known as eye-
other eyekin or slaves can take an eyekin’s property without be- holds. These vary considerably in size, but compared to a citadel
holder permission. only a tiny percentage of the population are beholders; the major-
13

ity of the inhabitants of an eyehold are slaves and eyekin. Eye- is my scripture. The disintegration ray that carved out this cham-
holds are spread out in a network around the citadel. The council ber is my sacrament. I followed my spiritual path when I charmed
of each eyehold manages all sect activities in the surrounding ter- the ogre and troll who guard this chamber.
ritory. Each month, a great council is held in the citadel; each eye- “Beholders require no unproven faith, because we are the liv-
hold sends a sovereign to represent the city and coordinate the ac- ing signs of the might of our god. You have survived because of my
tions of the sect. desire to explain my kind to you – an aspect of my personality
Around the eyeholds are outposts and lairs. These are exten- which is in turn an aspect of the Void. Your death would be a pro-
sions of an eyehold – forward bases that allow the sect to observe jection of the power of my god into this world, but if you live to
or direct actions in a specific area. An outpost may contain up to bring your information to the surface, that would seem to be the
five beholders of various species, along with a population of eye- result of divine intervention from both our perspectives, would it
kin or slaves. A lair is a minimal operation; it typically includes a not?”
single sovereign, overseer, or gauth, possibly attended by slaves
or eyekin. A realm lies beyond the planes, an ancient waste surrounding
Some Dominions and sects are more organized than others. In the worlds of matter. Its structure is not comprehensible to those
the Dominion of the Watching Wheel, an outpost may operate as who occupy this world. Physics and magic have no meaning there.
an autonomous entity. The beholders of the Dominion of Enigma Life as it is understood in the multiverse cannot exist in this fea-
build very small eyeholds, while the First Eye is known for its os- tureless waste. And yet a vast alien intelligence suffuses that end-
tentatious architecture. less expanse – a force that the beholders call the Void.
A more elaborate look at beholder architecture – complete The Void is a force that exists beyond the rules that govern
with maps and defenses for an example of each style of commu- gods. The Void supports no clerics – it has no alignment to follow
nity – can be found in Chapter Seven. and no domains. It demands nothing from its followers and never
answers prayers. In many ways, the inability to define the Void
makes it seem vague and indistinct and therefore harmless to
Myths those in this world.
Beholders, eyekin, and advanced beholder cultists have a
“Have you ever wondered what god might have created us? deeper understanding of their god, and if clerics of other gods un-
Could the dark forces that empower liches also give life to be- derstood the true meaning of the Void they would fear it. This
holders?” force has a distinct interest in the multiverse, and while it would
“I. . . I suppose I haven’t considered it,” I said, eyeing the be an oversimplification to call the Void malevolent, its activities
guards at the door. are far from benign. Beholders believe that if gods or entire planes
“I consider it constantly, our origin and purpose. Many of interfered with the Void’s plans, it could destroy them. For some
your gods were once mortals. They are bound by the laws of the reason, the Void chooses to explore and work subtly for now.
multiverse as much as those who had a hand in the creation of The Void has a variety of different desires and interests, and
those laws. Beyond the planes there is another being, beyond the they are expressed in the form of the beholder Dominions created
rules of the multiverse. Its energy surrounds the space beyond all by the Void to perform a specific function in Its name. Most be-
worlds. It has infinite power beyond the simplistic definitions of holders believe that the Void does not have the same understand-
morality, element, space, or time. It could destroy the multiverse ing of cause and effect that we do. If the Void has plans, they
and all the gods if it wished to, and yet it does not. would not make sense to normal minds. Beholders believe that the
“We call this force the Enfolding Void. It saw the multiverse Void’s desires are expressed in their own natures, and since these
and sought to engage it through study and conquest. We behold- natures are direct and straightforward, so too are the desires of the
ers are extensions of this greatest force, sent as the emissaries of Void. If one Dominion wants to attack another, beholders believe
the Void. We perceive, fight, plan, dream, and die in its service, this is also the Void’s desire. It is widely speculated, however, that
consciously or unconsciously. the Dominions of Enigma and Revelations are working toward
“Your gods communicate to you with signs, auguries, and some larger, apocalyptic goal that could shake the foundations of
even spoken messages. The Void communicates to us through the planes. The fact that the sovereigns of these domains will not
power alone. We do not know how to explain its will – the Void speak of this – and, in fact, rarely speak at all – merely enhances
shackled us to plane-trapped minds which are utterly alien to its these suspicions.
home. But we know our desires, and we know these are extensions Although beholders are extensions of their god, they cannot
of its divine will. The energy that enables me to hover above you communicate with it directly. They believe that the supernatural
14

powers they manifest are the gifts of the Void, direct examples of The Rite of Full Communion
its power. This is the closest they come to communion with the
Void, but for the single-minded beholders this is more than If an eyekin possesses a combined total of ten levels from ei-
enough. There is very little variation in the devotion of beholders ther the beholder cultist or aberrant warrior class (see Chapter
– almost all of them accept their role as servants of the Void, and Four) he or she becomes eligible for the Rite of Full Communion.
they engage their vocations within their Dominions with zeal. However, not every eyekin who achieves this level earns the ritu-
They build cities, experiment, gather knowledge, judge and deal – it is the beholders themselves who perform it, and they sel-
stroy their enemies, prepare defenses, perfect their servants, and dom find more than one worthy candidate in a generation. An eye-
gather treasure not in preparation for some distant goal, but be- kin who wishes to receive this great honor must accomplish some
cause the Void needs this work done today. Every beholder is fully deed that would be worthy of a Triumph if a beholder had accom-
prepared to destroy what they have built or to rebuild what they plished it. Even then, any beholder can veto the Rite, so the cultist
have destroyed in the name of their god – the Void that brought must have favor with every beholder in the city. The Dominions
them into this world, and to which they will one day return. of the Final Forge, Enigma, and the First Eye perform the Rite
more often than most, while the Poisoned Eye and Eternal Vigil
Rites and Rituals rarely trust their eyekin enough to allow them to reach the neces-
sary level of power required to participate in the ritual.
The beholders bring the approved candidate into the incuba-
Birthing tor chamber with a group of beholders. The Rite is performed by
tradition at the place where all other beholders are born. The ritu-
Beholders and those who have lived around them for some al calls upon the power of the Void to infuse the candidate with its
time anticipate the birth of new beholders months in advance. All power, and consists of chanting and concentration. At the culmi-
beholders gather around the incubator for this occasion, ensuring nation of the rite, the flesh of the cultist is consumed from within,
that nothing goes wrong. The borders of beholder cities become and the cultist’s head slowly detaches from the body, leaving a
weaker during these times because so many of the city’s most desiccated husk behind. This newborn draws its memories and
powerful defenders are distracted. motivations from beholders who have performed the ritual, just as
While the enemies of the beholders keep track of this cycle to a normal beholder takes its memories from the incubator; it has
take advantage of an opportunity, weaker neighbors of the city only faint memories of its humanoid life. The new beholder is im-
also mark their calendars. Before the birth itself, beholders clear a mediately treated as an equal with all other beholders. Most
buffer zone around their city. If small settlements or guardhouses cultists dream of reaching this highest level of beholder society.
have sprung up within a few miles of the city, the beholders de-
stroy them utterly. Anyone approaching the city finds that
strangers are treated with even more aggression than normal. Eye-
Triumph
kin and charmed guards are given special equipment during this
time, and traps and lookouts are checked and repaired if neces- When a beholder accomplishes something truly magnificent,
sary. it has earned a Triumph. This is a special ceremony – something
Because beholders are more nervous during this time, eyekin between a military exhibition and a public festival. The beholder
and slaves tend to stay hidden. Thus, if a group infiltrated a be- parades through its home city as an honored hero, wearing a spe-
holder city during a Birthing, after fighting past the guards they cial treasure it has been given by the sect (see Chapter Five for ex-
would find the streets of the city deserted. Slave pens, libraries, amples).
and storerooms might have guards posted. All the beholders sur- The reasons a beholder is worthy of a Triumph vary greatly
round the incubator, killing trespassers immediately. by Dominion, but they are always successes that were especially
After the Birthing has finished, the beholders rush out to their heroic or took decades of focus and planning. The Dominion of
borders and check on their guards, now with a new group of adult Enigma might call a Triumph to honor a beholder who had dis-
beholders fully prepared for combat. In the time after a Birthing, covered and refined an important new variety of pharmacological
a city usually expands its size and population of slaves, or some- fungus. The Dominion of the Eternal Vigil might honor a behold-
times some of the senior beholders leave with eyekin and slaves er who created the defenses that held back an invading force from
to form a new eyehold. another city. The Dominion of the Poisoned Eye might honor a be-
holder who committed genocide. Only beholders are given Tri-
umphs. If an eyekin has completed a task that might earn it a Tri-
15

umph, it may be offered the Rite of Full Communion (see above). in crafts or knowledge that their current slaves and eyekin lack.
The city council calls a Triumph only when it feels safe However, beholders have many different motivations, and a
enough to do so. An accomplishment that occurs during a time of lair or outpost may be established for different purposes. The Do-
continuing danger for a city might never be honored in this way. minion of the Consuming Eye often uses bands of thieves to add
Because the beholders have accomplished so much, Dominions to its wealth, or engages in trade with allied races. The Dominion
such as the First Eye and the Final Forge often invite representa- of the Poisoned Eye is primarily concerned with destruction, and
tives of nearby governments to attend. The Triumph is a celebra- outposts are designed to serve as forward positions for military
tion of the power of the city, so the invitation is extended to im- forces.
press upon the beholders’ neighbors that the beholder city is No matter what the reason for their ventures outside their
mighty and enjoys continuing success in its goals. Adventurers cities, beholders seldom befriend those they encounter unexpect-
who played a major role in the success may be invited to attend, edly. Because the Dominions often battle one another and there are
as well – this can be a rare opportunity for characters to see the in- many groups who are unfriendly to beholders, revealing the loca-
side of a beholder city. tion of an isolated group is too dangerous for beholders to allow
The Triumph itself is a parade led by the honored beholder. those they encounter to walk away. The best most adventurers can
Troops, servants, and honored slaves of the beholder march be- hope for is to be struck with charm person and enslaved.
hind, dressed in elegant uniforms. Trophies of the victory are car- Beholders almost never engage in full war with a humanoid
ried as well. These can include statues that were once enemies of surface kingdom in the sense of fielding an army and fighting an-
the beholder, symbols of the work that was carried out, or new other army on a battlefield. In those cases where they might wish
slaves forced to march in chains through the streets. The parade to gain control of a city, they use their disintegration ray to create
ends in a public forum where the beholders give speeches about a passage that bypasses the defenses of the city and emerge in the
the glory of the city and the importance of the task that was ac- palace or fortress itself, assassinating the leadership and assuming
complished. Afterward the dignitaries and visitors are treated to control using charm monster on the other officials to ensure a
hospitality intended to impress upon them the wealth and power smooth transition. This same tactic can be used to gain control of
of the community. guilds, schools of magic, and other important institutions if the be-
holders have an interest in them. All of this is easier if the Do-
Humanoid Interactions minion has a beholder cult in the city.
Few humanoids ever enter a beholder city, and so they gener- Beholder Cults
ally encounter lairs or outposts that are loyal to the local eyehold
or citadel. A single beholder, almost always a sovereign, oversees “There are things you cannot be told,” Lord Ixthaliik had
the work that is completed outside of a city, working from a lair. said. “The Void has many eyes, and you must see them all if you
For more complex tasks they may be assisted by a small group of are to truly understand.” I don’t know if it was enchantment or cu-
slaves, beholder variants, and eyekin that work together to create riosity that had compelled me to listen. But here I was in a secret
an outpost. If something threatens an outpost, the sovereign deals basement beneath the Five Horse Inn, hidden amidst a ragged
with the problem personally – its power is overwhelming to most crowd of men and women wearing torn cloaks and heavy cowls.
threats and they dislike senselessly risking their other assets. My own hood concealed my face, but still I felt naked – I prayed
For this reason, most humanoids only encounter a single sov- that Saryn knew what she was doing bringing me here, and that
ereign at a time. The outpost or lair will be found nearby, with this wasn’t all part of some inscrutable beholder game.
treasure and tools. Guards and slaves may also be found here, al- A stylized mosaic image of a beholder dominated the far wall
though slaves under the influence of charm person or charm mon- of the basement. A tall, emaciated man emerged from a door at the
ster may not be grateful for their release and may turn on the peo- back of the room and stood before the image. Like those around
ple who killed their master. me, his face was hidden by a dark cowl, but his cowl was trimmed
Most humanoids believe that the primary goal of beholders is in gold and a glittering ruby eye dangled from a chain around his
to conquer other lands, and this is true in some cases. The First Eye neck. Despite his fragile frame, he possessed an impressive force
has been known to take outright control of other kingdoms, and of personality. With a gesture, he brought all conversation to a
both the Dominions of the Final Forge and the Eternal Vigil use halt.
eyekin agents, cults, and their own supernatural powers to infil- “Brothers and sisters!” he cried, his voice surprisingly deep
trate and manipulate nations from behind the scenes. Many Do- and resonant. “We meet in darkness, to hide from the sight of our
minions send out groups to gather slaves, especially those skilled many enemies. As I gaze upon you, I feel your fear and suspicion.
16

And I rejoice. Fear gives us strength; it opens our eyes. I look at
you and I see a people whose rightful future has been stolen, peo-
ple oppressed by the small-minded, the greedy, the traditions of
law or church.
“NO MORE!” he roared, and I could feel the mood of the
crowd swell with his words. “All your life you have been afraid –
but now it is time to be feared. Together we shall pull down the
mighty and reshape this city in our image. It is time to join your
lives to a greater power – a force that will reward you for your
fealty. Power such as you have never known is within your grasp.
So give me your hearts and your hands – and my masters shall
give you new eyes with which to see the world.” With that, he
pulled back his hood. A mane of slimy white tentacles writhed
about his head and six eyes studied the group, each glowing with
a baleful inner light.
It is difficult for a beholder to move about the streets of a nor-

mal humanoid community without causing a panic. The eyekin
are valuable servants, but they are few in number and lack the
mystical abilities of the sovereign. But the beholders have power,
and many ways to bend others to their will. One of the main rea-
sons that beholders gather treasure is to play on the greed of hu-
manoid servants – and where gold will not buy loyalty, charm
monster may do the trick. But as useful as these mercenaries and
entranced slaves can be, the most dangerous servants of the be-
holders are the cultists – humanoids who voluntarily dedicate their
lives to the eye tyrants. Through his devotion, a beholder cultist
becomes a conduit for the power of the Void; ultimately, a cultist The flavor and methodology of a beholder cult varies dra-
will sprout eyes or tentacles and gain supernatural powers mirror- matically from Dominion to Dominion. The Consuming Eye
ing those of his tyrant masters. seeks to recruit the wealthy to gain an economic foothold in the
A beholder cult can appear in a community of any size. There region, and presents itself as more of an elite, secret guild than a
are a number of different ways that it can manifest. Sometimes a religion, offering wealth and power to those willing to serve the
cult may emerge spontaneously among humanoids who have en- secret masters. Others seek out people who are lonely, depressed,
countered beholders and fear or respect their power; if a barbarian or disenfranchised. These folk are easily manipulated. The Final
tribe begins to worship a powerful sovereign that destroyed their Forge may offer food, shelter, and the chance to create a better so-
village, the tribal shaman may eventually develop cultist levels ciety from within; the Poisoned Eye, on the other hand, will fan
without any actual support from the beholders themselves. Other the flames of anger and resentment until its followers are ready to
times a beholder may conceal itself within a city and begin a cult tear down the walls of the city with their bare hands. The eyekin
through the use of charm spells – using magic to overcome initial can also use the extra eyes and eyestalks he has earned to prove to
fear, and then relying on its force of personality and the promise these people that the beholders empower those who serve them.
of power. But more often than not, a new cult is started by an eye- Cult leaders seldom need to use charm person; most cities have a
kin who has earned at least three levels in the beholder cultist significant underclass who are dissatisfied with their lives and are
class. Other eyekin may accompany this evangelist, but it is rare looking for something more.
for an actual beholder to be present at this early stage. Areas In many cases a cult is created with a specific task in mind.
where the local church or government has recently fallen out of But sometimes an ambitious eyekin will establish a cult without
favor are particularly vulnerable; the eyekin will use these ten- any specific directions from his Dominion. Eyekin cult leaders
sions to gather followers to their own cause. In other areas, a cult have the most autonomy of any of their race, and the best chance
may hide behind the mask of an accepted religion, revealing its to earn the Rite of Full Communion. Beholders usually allow this
true devotion only to those who show potential. behavior because it gives them a tool that they can use later. Re-
17

gardless of its initial recruiting strategy, once a cult has gained The Blind
significant strength and power its leaders will typically use charm The blind are those initially drawn to the cult because it of-
monster as a long term method of gaining influence among the fers something that they are missing. Often this is physical secu-
economic, social, and political leaders of the community. rity – cults may run shelters for the homeless or give food to the
Once a cult has woven itself into the important areas of the hungry. But it is just as likely to be an ideological bond – greed,
community, it is in a position to be a powerful tool for the be- anger, the desire for political or mystical power, or something
holders. Both the Dominion of Eternal Vigil and the Final Forge similar. The blind have no levels in the cultist class and know very
use cultists to influence cities without taking them over. The First little of the theology of the cult; they know the catch phrases and
Eye sometimes uses a cult as a staging area for a takeover of the the stories that the recruiters are using to conceal their true mo-
city, using its well-placed membership to hide the transition to a tives. If the cult is using another religion as a cover for its opera-
beholder-controlled society. There are many other uses for a be- tions, the blind believe that the cult is the religion they publicly
holder cult, but the beholders themselves are somewhat indiffer- claim to be.
ent to their worshippers. If a cult is exposed, they will rarely act The Blind, 2nd Level Human Commoner: CR 1;
to save their followers from whatever fate awaits them unless they Medium-size Humanoid; HD 2d4+3; hp 8; Init +0; Spd 30 ft.;
were part of a specific, short-term goal. After all, they can always AC 10; Atk +2 melee (1d4+1, dagger); AL N; SV Fort +0, Ref
create another cult. +0, Will -1; Str 12, Dex 11, Con 10, Int 10, Wis 9, Cha 10.
Chapter Six provides a closer look at a number of beholder Skills: Listen + 3, Spot +2, Use Rope +2; Craft or Pro-
Dominions and the common activities of the cults associated with fession (any one) +5. Feats: Alertness, Toughness.
each one. Chapter Four provides complete information on the be- Equipment: dagger
holder cultist class.
Pupil
Cult Organization Pupils know of the cult’s devotion to the beholders and have
accepted their role as servants of the eye tyrants. They have dedi-
Beholder cults have a stratified structure just like the greater cated themselves to learning how to tap into the powers the be-
beholder society. The size of the cult determines the level of au- holders give them. The duties of a pupil will vary considerably
thority of the dominant cultist. Cults are not subordinate to other based on the motives of the Dominion; these are discussed in
cults of a larger size – rather, each cult is loyal to a specific be- greater detail in Chapter Six. Cultists may be expected to act as
holder outpost, eyehold, or citadel. Sects may support cults in sev- spies, assassins, rabble rousers, or thieves. However, at this level
eral cities, and in these cases a high-level cultist is treated with the a cultist possesses limited skills, and will do little without the di-
respect due to his station if he visits another cult. On rare occa- rect support of an initiate or an inoculator. The cultist presented
sions two beholder cults from different Dominions may appear in here was a warrior before becoming a cultist, and is noteworthy
the same city – but this invariably results in a vicious fight to the primarily for his strength; such a character would serve as muscle
death, either through outright physical conflict or more subtle po- for the cult, although his sharp eyes would also be put to use gath-
litical machinations. ering information.
The table below shows the general guidelines for the size of Pupil, 1st Level Human Cultist/1st Level Warrior: CR
a cult, based on the power of the leader. A cult established to ac- 1; Medium-size Humanoid; HD 1d8+1d4+2; hp 12; Init +5
complish a specific goal may be larger or smaller than this table (+1 Dex, +4 Improved Initiative); Spd 30 ft.; AC 15 (+1 Dex,
indicates; the GM should use these as guidelines, not as firm rules. +3 studded leather armor, +1 buckler); Atk +3 melee
In general, the dominant cultist will have two cultists of the rank (1d8+2, longsword), AL LE; SV Fort +3, Ref +1, Will +3; Str
below her who report to her, and they in turn will be responsible 14, Dex 12, Con 13, Int 10, Wis 12, Cha 8.
for two cultists of the rank below them. This continues down the Skills: Climb +4, Intimidate +4, Knowledge (local) +3,
line until you get to the level of the pupil. Listen +5, Spot +6. Feats: Alertness, Improved Initiative.
Equipment: longsword, studded leather armor, buckler
Head Cultist Total Cultists Total Blind
Apostle 63 400 Initiate
High Visionary 31 200
Initiates are generally responsible for recruitment, including
Visionary 15 80
managing the blind. These cultists deal with the external popula-
Inoculator 7 30
tion, speaking to outsiders and acting as the mouthpiece for any-
18

one who comes to the cult with questions or concerns. An initiate Initiative); Spd 30 ft.; AC 14 (+1 Dex, +3 studded leather
also possesses the skills to begin performing the more important armor); Atk +1 melee (1d6-1 quarterstaff); SA prehensile vi-
work of the cult – whatever that may be. The cultists in this sec- sion, eye beams; SQ darkvision, all-around vision, spell
tion are members of a cult devoted to the Eternal Vigil; as such, malfunction, +3 disguise as human, +2 save versus spells,
they are expected to gather information and to infiltrate society, eyestalks; AL LE*; SV Fort +2, Ref +2, Will +5; Str 8, Dex
worming their way into positions of influence. This initiate is an 13, Con 10, Int 14, Wis 12, Cha 15. 36
excellent spy; she knows her way around her town, she has sharp Skills: Disguise +6, Knowledge (aberrations) +5, Knowl-
eyes and keen ears, and she lies with practiced ease. In addition, edge (local) +5, Listen +8, Spot +8, Search +4, any one
she is skilled with a mundane trade that she can use as a cover for Craft or Profession +6, Bluff* +6, Diplomacy* +6, Gather In-
her more nefarious cult activities. formation* +7. Feats: Alertness, Improved Initiative, Eyekin
Most initiates have two pupils who report to them. Blood.
Initiate, 3rd Level Human Cultist: CR 3; Medium-size Equipment: studded leather armor, quarterstaff, cloak of
Humanoid; HD 3d4; hp 9; Init +5 (+1 Dex, +4 Improved Ini- resistance +1, potion of haste, 2 potions of cure light
tiative); Spd 30 ft.; AC 13 (+1 Dex, +2 leather armor); Atk +3 wounds
melee (1d6+1, quarterstaff), +4 ranged (1d4+1, sling); AL Eyebeams: 8 vision points, save DC 12 + spell level
LE*; SV Fort +1, Ref +4, Will +2; Str 13, Dex 12, Con 10, Int 1st Level – color spray, sleep (2 VP); 2nd Level – inflict
14, Wis 8, Cha 15. moderate wounds (4 VP)
Skills: Disguise +6, Knowledge (local) +6, Listen +6, * Skills: These skills are representative of a cult for the
Spot +6, any one Craft or Profession +5, Bluff* +6, Diplo- Dominion of the Eternal Vigil.
macy* +6, Gather Information* +6. Feats: Alertness, Im-
proved Initiative, Lightning Reflexes. Visionary
Equipment: Quarterstaff, +1 sling, leather armor At this rank the cultist has developed six eyestalks. This
* Skills: These skills are representative of a cult for the makes her a force to be reckoned with on the battlefield – but it
Dominion of the Eternal Vigil. Cults from other Dominions also means that it is becoming more difficult for her to conceal her
may have other skills – see Chapter Six for the skills to true nature. While she can still engage in rabble-rousing and sim-
cultists of various Dominions. ilar activities, she begins to move back from tasks that require
daily close contact with outsiders and focuses more on running the
cult, emerging for military strikes and other operations where her
Inoculator powers and skills can play a critical role.
An inoculator has the same amount of training as the initiate A visionary is a powerful figure and a symbol of the gifts of
– but he is an eyekin, and this means he possesses eyestalks that the beholders, and in many communities the visionary will be the
provide mystical powers. This gives him a far greater status with- highest ranking cultist. Specific instructions from beholders will
in the cult; in addition, if the cult is engaged in aggressive actions, be carried out under her direction. If no higher ranking cultist is
his eyestalks are powerful weapons. However, it also means that present in the city, she possesses the authority to choose a direc-
he needs to hone his skills at disguise in order to conceal his in- tion for the cult based on her knowledge of the goals of the Do-
human nature. minion. Visionaries plan excursions, but unless the situation is
Generally, an inoculator performs the same sorts of tasks as dangerous or requires their versatile powers they will send out
an initiate. However, due to his eyekin status and knowledge of groups comprised of pupils and inoculators to execute their in-
aberrations, he is also called upon to perform instruction and instructions.
doctrination. The inoculators determine when one of the blind is A visionary oversees the activities of two inoculators.
ready to be brought into the fold as a pupil, and they take respon- Visionary, 6th Level Eyekin Cultist: CR 6; Medium
sibility for that training. An inoculator is also responsible for find- Aberration; HD 6d4+6; hp 21; Init +4 (+4 Improved Initia-
ing those in the cult who might be developing doubts about their tive); Spd 30 ft.; AC 13 (+3 glamered studded eyeband
faith and reassuring or eliminating them. At this rank the behold- armor +1); Atk +3 melee (1d4-1 dagger), eyebeams +4
er cultist is introduced to the concepts of the Void. The inoculator ranged touch; SA prehensile vision, eyebeams; SQ darkvi-
is responsible for the behavior of two initiates and all those who sion, all-around vision, spell malfunction, +2 save versus
report to those initiates. spells, eyestalks; AL LE*; SV Fort +4, Ref +3, Will +7; Str 8,
Inoculator, 3rd Level Eyekin Cultist: CR 3; Medium- Dex 10, Con 13, Int 14, Wis 12, Cha 16.
size Humanoid; HD 3d4; hp 9; Init +5 (+1 Dex, +4 Improved Skills: Disguise +10, Knowledge (aberrations) +7,
19

Knowledge (local) +8, Listen +8, Spot +10, Search +6, Bluff* Apostle
+10, Diplomacy* +12, Gather Information* +8, Craft or Pro- An apostle possesses tremendous mystical power. He is re-
fession (any one) +6. Feats: Alertness, Focused Eye (blind- sponsible for interacting directly with beholders to ensure that the
ness), Improved Initiative, Eyekin Aberration, Eyekin Blood. cult is working with the Dominion efficiently. Because an apostle
Equipment: glamered studded eyeband armor +1, cloak can potentially be granted the Rite of Full Communion, he tends
of resistance +1, potion of cure serious wounds, potion of in- to guide his cult into dramatic and powerful actions that can gain
visibility the recognition of the beholders. An apostle from a temple estab-
Eyebeams: 22 vision points, save DC 13 + spell level lished in a humanoid settlement may be called to an eyehold or
1st Level – color spray, sleep (2 VP); 2nd Level – blind- citadel on a regular basis; alternately, a sovereign or monitor may
ness (+2 DC), inflict moderate wounds (4 VP); 3rd Level – visit the cult to ensure that things are proceeding as planned.
dispel magic, slow (6 VP) Apostles whose cults are found in eyeholds spend much of their
* Skills: These skills are representative of a cult for the time in the audience chamber above the central room. An Apostle
Dominion of the Eternal Vigil. communicates directly with two high visionaries who act as her
lieutenants.
High Visionary Apostle, 12th Level Eyekin Cultist (aberration):
A high visionary focuses on the long-term goals of the cult. CR 12; Medium Aberration; HD 12d4+12; hp 43; VP 76;
While a visionary might plan the theft of an artifact stored in a Init +5 (+1 Dex, +4 Improved Initiative); Spd 30 ft.; AC 21
castle, the high visionary is planning how the artifact will be used (+5 glamered chain veil +2, +3 natural armor, +2 ring of
to further the plans of their masters. The high visionary has protection +2, +1 Dex); Atk +10/+5 melee (1d8+1, +1
enough knowledge of the plans of the Dominion that she can morningstar), +10 ranged touch (eyebeams); SA prehen-
structure the cult’s goals around those ideals. sile vision, eye beams; SQ darkvision, all-around vision,
A high visionary oversees the activities of two visionaries.
spell malfunction, +2 save versus spells, eyestalks,
High Visionary, 9th Level Eyekin Cultist: CR 9; Medi-
crown of eyes; AL LE; SV Fort +7, Ref +5, Will +10; Str
um-size Aberration; HD 9d4+9; hp 33; VP 44; Init +4 (+4 Im-
10, Dex 12, Con 13, Int 14, Wis 14, Cha 18/20.
proved Initiative); Spd 30 ft.; AC 15 (+5 glamered chain veil
Skills: Disguise +14, Knowledge (aberrations) +10,
+2); Atk +6/+1 melee (1d8 morningstar), +6 ranged touch
Knowledge (local) +10, Listen +10, Search +8, Sense Mo-
(eyebeams); SA prehensile vision, eyebeams; SQ darkvi-
tive +8, Spot +15, Bluff* +14, Diplomacy* +16, Gather Infor-
sion, all-around vision, spell malfunction, +2 save versus
mation* +10, Craft or Profession (any one) +6. Feats: Fo-
spells, eyestalks; AL LE*; SV Fort +4, Ref +3, Will +10; Str
cused Eye (charm monster), Great Fortitude, Improved Ini-
10, Dex 10, Con 13, Int 14, Wis 14, Cha 17/19.
tiative, Hide of the Beholder (+3 natural AC), Lidless Eyes,
Skills: Disguise +14, Knowledge (aberrations) +8,
Void Conduit, Eyekin Aberration, Eyekin Blood
Knowledge (local) +9, Listen +10, Search +8, Spot +14,
Equipment: cloak of charisma +2, glamered chain veil
Bluff* +12, Diplomacy* +14, Gather Information* +9, Craft or
+2, hat of disguise, ring of protection +2, +1 morningstar,
Profession (any one) +6. Feats: Focused Eye (charm mon-
potion of fly, 2 potions of cure serious wounds
ster), Improved Initiative, Iron Will, Void Conduit, Eyekin
Eyebeams: 88 vision points, save DC special
Aberration, Eyekin Blood.
1st Level – ray of enfeeblement, sleep (2 VP, DC 20);
Equipment: Glamered chain veil +2, bracelet of the iron
2nd Level – inflict moderate wounds, blindness (4 VP, DC
eye, cloak of charisma +2, potion of cat’s grace, potion of
20); 3rd Level – hold person, slow (6 VP, DC 20; 4th Level
cure serious wounds, morningstar
– charm monster, poison (8 VP, DC 20, DC 22 for charm
Eyebeams: 53 vision points, save DC special
monster); 5th Level – feeblemind, telekinesis (11 VP, DC
1st Level – charm person, color spray (2 VP, DC 17);
20); 6th Level – disintegrate, greater dispelling (15 VP, DC
2nd Level – inflict moderate wounds, blindness (4 VP, DC
21)
17); 3rd Level – slow, dispel magic (6 VP, DC 17); 4th Level
* Skills: These skills are representative of a cult for the
– charm monster, confusion (8 VP, DC 18/DC 20 for charm
Dominion of the Eternal Vigil.
monster); 5th Level – telekinesis (11 VP, DC 19)
* Skills: These skills are representative of a cult for the
Dominion of the Eternal Vigil.
20

Wars Between Dominions deals with other races, and even then its arrangements do not last
longer than the duration of a specific threat or problem. The First
Dominion never enters into an agreement if the arrangement as-
Most humanoids see beholders as extremely xenophobic, signs the beholders an equal or lesser status than their partners –
fighting against each other because they look different from one they demand tribute or other obvious signs of their superiority.
another. In fact, beholders that have a different appearance are Dragons, devils, and demons can be more powerful than a
part of a different Dominion, each with its own set of methods, single beholder. Fortunately, these creatures generally work alone
goals, and ethics. While they have no specific reason to fight each and do not go out of their way to conquer beholder cities. Be-
other, neither do they feel a kinship. When their goals interfere holders try to avoid these creatures if possible, and if they cannot
with one another, and they often do, the groups will fight. Be- they try to gather groups of high-level eyekin, monstrous slaves,
holders also recognize that there are few creatures that can match and beholder variants to attack the creatures with a quick, power-
their strength in battle, but other Dominions form an entire culture ful assault. These battles are fairly rare; however, when these
that could be their equal. This is threatening enough that behold- powerful creatures meet beholders, they often deal with them for
ers are inclined to attack members of other Dominions rather than the same reasons that beholders deal with other races. Metallic
trade with them. dragons rarely trade with beholders, preferring to destroy their
Beholder conflicts tend to stay very focused on specific ob- outposts and lairs where they find them.
jectives. The Dominions have been fighting each other off and on In addition to their dealings with other organized social races,
from the beginning, but battles only flare up when there is an ob- beholders can easily come into contact with certain subterranean
vious conflict. An army of eyekin, enslaved monsters, and be- species, particularly those that burrow through the earth. The
holders might march to destroy a specific scriptorium or eyehold tyrants deal quickly and harshly with anything that makes its way
and then retreat back to their city. into or near their settlements in this fashion. Umber hulks and
The ultimate victory would be the destruction of an incubator xorn are particular nuisances.
in a beholder citadel. If this is achieved, the sect is crippled until it Umber hulks, when found, are often charmed and used as
can develop a new incubator. If they cannot before the current gen- guards or physical laborers, tasks their great strength is suited for.
eration of beholders dies, then the sect will die out completely. The strong-willed beholders have little to fear from the umber
hulk’s most unusual ability, their confusing gaze. However, they
still monitor the massively-mandibled creatures carefully as umber
Conflicts with Other Species hulks are excellent climbers and jumpers, giving them a good
chance of getting into the beholders’ private levels in a smaller set-
If beholders struggle amongst themselves, they have even tlement. For this reason, many beholders prefer to simply turn
less patience for other races that share their subterranean habitat. charmed umber hulks loose against other races dwelling nearby.
There are many less powerful races that beholders treat as vermin Beholders will attempt to negotiate with xorn, as the latter
– they are either enslaved or exterminated when they are encoun- race’s ability to move through stone without leaving a trace makes
tered. These races include goblinoids, the various amphibious and it hard to monitor or hunt them. A lone sovereign is more than a
reptilian races, deep halflings, and the svirfneblin. They tend to match for any size xorn in a straight fight, but the xorns’ eerie mo-
avoid beholder settlements, so they rarely come into conflict. bility and immensely powerful jaws make them a foe to be reck-
The drow, aboleths, and dwarves can pose a threat to behold- oned with. Given the xorns’ trilateral symmetry and all-around vi-
ers in groups. These races can commission powerful parties com- sion, some beholders have theorized that the creatures are a result
prised of high-level representatives of their race. Because of this, of the Void’s extrusion into the elemental Plane of Earth. This the-
beholders are sometimes more careful with them. Although these ory is not widely accepted.
groups can face a beholder threat, it is not easy for them to do so, The Dominion of Flesh Reborn lives in forests and natural set-
and they are generally amenable to forming treaties and setting tings above ground. Because of this, they are more likely to en-
boundaries. counter druids, rangers, and sylvan and wild elves than under-
Specific Dominions and races can have different relation- ground species. In general, this Dominion has what most would call
ships. The Dominion of the Consuming Eye often sets up trading a very disturbed idea of the natural order, and they almost always
partnerships with races it considers near-equals, and the Domin- fall into conflict. An army or group of high-level adventurers would
ion of Enigma sometimes exchanges research, though often their have to be called up to uproot a settlement of these beholders, so as
partners are not sure how to use the strange information they re- long as their holdings are limited to a specific area some forest
ceive in return. The Dominion of the Poisoned Eye only rarely dwellers let them conduct their experiments in relative peace.
21

Chapter Three
The Tyrants in Battle
The sovereign is a powerful monster, capable of killing a

character with a single glance and smart enough to know the right
Running Sovereigns:
moment to attack. For the gamemaster, a sovereign is difficult to
manage in a combat – not only does the gamemaster have to use
Breaking Down the Actions
her wits to simulate the high intelligence of the creature, but there
are several abilities to manage simultaneously. A sovereign is a fairly complicated monster – it has a number
of abilities, but it also has several limitations on those abilities.
All-around Vision: A beholder cannot be flanked, and can The gamemaster has a number of ways to run a turn for a behold-
see anything around itself. Its bonuses to Spot and Search make it er. Most of the ideas found in this section assume that the
unlikely that anyone but a high level rogue will sneak up on the gamemaster takes the first, more complicated method for breaking
sovereign. In some ways, however, this ability simplifies things down the creature’s turn. However, if this first method seems to
for a gamemaster, because the beholder sees the entire map and slow down combat too much, there is a simpler method suggested
can react to almost anything the gamemaster sees. This also makes below.
a beholder ideal as the leader of a group of opponents. The Standard Movement and Action: The main part of the
Flight: A sovereign is slow – only about as fast as a dwarf – sovereign’s action is its movement and bite attack. It can be use-
but can fly as high as the terrain will allow. Terrain modifiers to ful to think of this as the main part of the turn, which works in the
speed are ignored, although severe winds can be a problem. The normal way.
range of the sovereign’s eye rays allow it to hover high overhead The sovereign has good maneuverability. This means that it
beyond the range of melee weapons, and crevasses and pits pose can hover and even fly backward or to the side, although it suffers
no threat to it. a –5 movement penalty when it does so – a beholder moving to
the side can only move 15 feet and act or 30 feet in a double move.
Void Sustenance: Airborne diseases and gas attacks like The sovereign can turn 90 degrees for the equivalent of a 5-foot
stinking cloud do not affect the sovereign, although gas spells that move; a beholder could rotate 360 degrees twice in a double
do not require breathing to inflict injury, such as cloudkill, will act move. It can also change its orientation by 90 degrees for every 5
normally. Since a sovereign does not consume food, if it performs feet of movement, so in 10 feet of movement it can turn 180 de-
a bite attack and does more than 5 points of damage it is left with grees with no movement loss other than that spent moving the 10
a piece of flesh in its mouth cavity which it must eventually dis- feet. Every foot of rising movement counts double for the sover-
lodge. It is impossible for a sovereign to swallow a creature eign, although descending movement costs only half. It can
whole, because the sovereign does not swallow. change abruptly from up and down movement, and can fire eye
Eye Rays: These rays have a range of 150 feet and a saving rays at any point in its movement, although it can only fire eye
throw DC of 10 + 1/2 the creature’s Hit Dice + its Charisma mod- rays once per round. Eye ray firing can be saved as a ready action.
ifier (typically DC 18). They are the primary weapons of the sov- Orientation can be very important for the antimagic cone. Tactics
ereigns – the versatility of the rays allows them to pursue several for this ability are found below.
different strategies against a party of adventurers. There is more Two things can interrupt the movement and bite attack: the
information on the suggested use of specific rays below. eye rays, and the antimagic cone activation or deactivation. These
are both free actions that can occur at any point during the sover-
Antimagic Cone: This ability can be both help and hin- eign’s turn – before movement, any point during movement, or
drance, as the sovereign’s eye rays don’t penetrate the cone. How- after movement. Although they can occur at any point, each of
ever, it can also suppress the spells of opposing casters, and since these events must occur only once during the turn – so any eye
the sovereign lacks spell protections and has relatively low saves rays which the sovereign is going to use must be used at the same
it can be important to manage the position of the antimagic cone. point during the turn. For example, a combat turn could consist of:
22

Partial move Range: A sovereign has an advantage at long range. Most
Eye Rays ranged weapons suffer penalties at this distance, and any spells
Finish move that must move through the antimagic cone are suppressed, mak-
Antimagic cone activated ing a magical attack at the sovereign’s front face very difficult.
The only disadvantage to using the sovereign’s range is that it will
The combat turn could NOT consist of: probably be limited to three eye rays, as it is more likely that a dis-
tant group will be entirely within one arc. On the other hand, when
Three eye rays the beholder turns on its antimagic cone the entire party is likely
Full move to be caught inside – this can be problematic for attacking, but
Remaining seven eye rays works well for suppressing hostile or healing spells, weakening
the party. Some casters will be able to attack from beyond 150 feet
Once per round, the gamemaster must decide if the sover- away, but while they can cast the antimagic cone will make it dif-
eign’s antimagic cone is turned on or off. If the cone is off at the ficult for them to attack directly with magic. If supporting casters,
beginning of the turn, the sovereign could open its eye after it per- such as clerics, are becoming too much of a problem then it may
formed its entire move and used its eye rays. If the cone is on at be wise to close in on the party.
the beginning of the turn, the sovereign could close its eye imme- Cover: Generally, part of the range the gamemaster puts be-
diately, but it would not be able to re-open the eye at the end of its tween the party and the sovereign will be height. This prevents
turn. If the sovereign is moving through an area with the an- melee attacks, forcing the party to use ranged weapons. Against a
timagic cone active, creatures are briefly subjected to its effects ranged weapon, the best defense for a sovereign is cover. During
until it passes over them. For more information on this, see the most rounds the sovereign will use a double move because the bite
section on the antimagic cone tactics found below. attack brings the sovereign into danger and the eye rays are free
The Simpler Movement and Action: Sometimes running actions. Because the sovereign has the Shot on the Run feat, it can
through the complexity of movement can be difficult, especially fire its eye ray at any point along its path, although it must fire all
when there are more than ten creatures in the battle. In this case, its eye rays at the same time. With the 40 movement that the sov-
the sovereign’s movement is simpler. It moves 20 feet in any di- ereign gets for a double move, the gamemasters should try to ma-
rection if it bites, and 40 feet if it does not – ignore any rules about neuver to get a clear shot at the party members and end in a posi-
rising and falling movement and penalties for changing orientation where the beholder can take advantage of cover from ranged
tion. Before the sovereign moves, if the antimagic cone was active weapons.
during the last round it is considered on and in the same position. Ready Actions: These can be very useful for a beholder. One
While the beholder moves, the antimagic cone is considered inac- strategy is to keep the sovereign behind cover, and have a ready
tive. At the end of its movement, and at no other time in the turn, action prepared for when the characters approach. The players
it decides on the orientation of the antimagic cone and whether it won’t know what ready action conditions the gamemaster has
is on or off. At any point the beholder can decide to attack with its prepared – you can adjust a condition to be better or worse for the
eye rays, but it is most likely to do so while it is moving, since the sovereign based on how well the combat has gone during the rest
antimagic cone is not a factor. All the eye rays have to be fired at of the round. Remember, however, that a sovereign gets to use eye
the same time, and the effects are instantaneous and occur in the rays only once per round, so it is impossible to set a ready action
order the sovereign chooses. Only three eye rays can be fired into with eye rays if even a single eye ray was used during the sover-
any given arc around the sovereign, except for the arc above the eign’s turn.
beholder – as many rays as desired can be fired into this arc. Surprise and Pits: A sovereign knows that attacking a group
of characters while they are flat-footed is to its advantage. If it
General Strategies knows there are characters coming it will set up an ambush. Be-
cause the sovereign can fire all ten eye rays at once at targets that
are above it, beholders often wait in pits, trenches, or chasms. A
If the gamemaster wants to run a sovereign at its maximum deep crevasse can work to its advantage in the same way great
effectiveness, there are a few tactics to keep in mind. Like most height can, plus it has the advantage of the optimal arc and anoth-
tactics, these will not work for every situation, but keeping them er weapon – the sovereign can telekinetically pull characters into
in mind may help the gamemaster make the most of the sover- the pit to take falling damage, and if it positions its antimagic cone
eign’s abilities and intelligence. correctly they can’t use magic to break their fall.
23

The Deadliness of the Sovereign Eye Rays in Combat
A sovereign can kill a character with one hit of a powerful eye This section discusses each eye ray and how it can be used in
ray. Even a well-prepared character can be unlucky and become combat. Lethal and non-lethal applications are covered, as well as
disintegrated or petrified. But if the gamemaster is hesitant to use likely targets for various effects. Obviously a sovereign will not
these deadly abilities the sovereign can become almost too easy – hold off an attack just because the character is not the ideal target
an AC of 20 and 60 hit points simply won’t be enough to keep it for the effect, but it will target its spells appropriately as it is able.
in the fight for multiple rounds if four or five high-level charac- One general tactic is to attempt to manipulate the arcs around
ters are attacking. the sovereign so that the party is divided between at least two arcs.
One option for making the combat easier without becoming Because the beholder can move, fire, and then move again it
trivial is to have the beholder make tactical errors. For suggestions should be fairly simple to orient the sovereign in such a way that
on what those might be, simply take one of the tactical approach- the party occupies at least two firing arcs. If possible, getting di-
es above and implement its reverse, such as making the sovereign rectly over the party can be useful to divide them between all four
use its bite attack constantly, avoid cover, or hover in melee range. arcs, although the sovereign will only do this if cover is available
This evens the playing field a bit, but it doesn’t stop the one-hit overhead or far below so the characters can’t move into a position
kill eye rays and it conflicts with the fundamental nature of the that circumvents its cover. Getting under the party is even better,
sovereign as a highly intelligent, calculating creature. as all 10 eye rays can be used on anyone in this arc.
Rather than making sovereigns stupid, it may be better to
change their motivations. Perhaps the eye tyrant wants to take the Non-lethal Rays
characters prisoner rather than destroying them outright, which
would make it avoid using its deadly rays except as a last resort. The non-lethal spells are resisted with a Will save, so barbar-
Another option is to make the sovereign underestimate the threat ians and fighters are the easiest targets. However, several of these
the adventurers pose, and so hold back its full firepower in an at- rays would be very helpful against other classes if the sovereign
tempt to make the fight more challenging or entertaining. Sover- can overcome their save. The non-lethal rays have their effects
eigns might want the characters to escape so that they can tell oth- nullified in an antimagic cone, so if the sovereign plans on using
ers of the danger of this area, which in turn would mean that the a lot of these rays, it might be useful to turn the cone off.
sovereign would have to fight fewer trespassers. These are not Charm Person: While the affected person will not attack his
standard motivations for a beholder, but the gamemaster does not friends, he will still stay out of combat. However, the enchanted
have to confront players with standard beholders. person could easily run and warn others or bring in help for the
Most of the eye rays have non-lethal applications. Sometimes beholder, if he believed that doing so would not harm his friends.
a sovereign might focus deadly attacks on a few characters, trying The charmed person will be amenable to any suggestion that
to kill them so that the others will be easier to frighten away or makes his friends stop fighting his new “friend,” so he could be
take captive. Other characters, however, might be the targets of convinced to restrain his comrades or use other means to stop the
other rays because they are not seen as quite as threatening. In the fighting. If the battle isn’t going well, the sovereign could use the
case of casters in an antimagic cone, they might not be attacked at charmed person to interfere with pursuit.
all because they have become effectively powerless. Another useful option is charming people who are not in-
None of the eye rays of the sovereign make death permanent volved in the conflict. A neutral party could be influenced to help
when high-level clerics and wizards are available. Stone to flesh, the beholder after being charmed.
raise dead, and resurrection can reinstate most of the characters Note that a victim of charm person or the next ray, charm
that might have been unlucky. If the party has access to these monster, is no longer under the effects of the ray while in the an-
spells or equivalent magic items, the beholder isn’t a campaign- timagic cone.
stopping threat – unless the cleric or item is destroyed in the com- Charm Monster: This spell is used in much the same way as
bat. charm person. Generally it will be used against other creatures in
If none of these options seem to work, there is no need to use the battle, or to get melee combatants before a battle.
a sovereign. Variants on beholders are less powerful than the sov- Sleep: Generally this spell is good to knock out a particular-
ereigns but most still have the intelligence to fill leadership and ly nasty opponent, or to get rid of someone who is acting in a sup-
planning roles in the place of their larger cousins. port role. They key is that the target will be up and fighting again
eventually, so the best use of this ray is to eliminate opponents that
24

are most useful when combined with other classes –
because of that, targeting the cleric is often a good
idea. Like the charm rays, this ray will stop being ef-
fective in an antimagic cone.
Fear: This is especially useful for anyone who
relies on specific weapons. If a fighter is using a pow-
erful enchanted longbow, then the sovereign can use
fear to disarm them (there is a 50% chance they will
drop a weapon). Like the charm rays, this ray will
stop being effective in an antimagic cone.
Slow: This is especially important in areas where
the terrain is not to the sovereign’s benefit. Since the
beholder is slower than most adventurers, this can
even the odds. The beholder will specifically target
Medium-size opponents or larger, trying to create
more equality between itself and its targets. Like the
charm rays, this ray will stop being effective in an an-
timagic cone.
Lethal Rays
These are the eye rays that can kill characters or
do damage. Some of their non-lethal uses are men-
tioned in the descriptions below. Most of these re-
quire Fortitude saves, so casters are the preferred tar-
gets. If the sovereign plans to use its antimagic cone,
then these rays may be more effective, as the effects round it would not be a very fast way of escaping. Still, this be-
are permanent even if the victim falls into the antimagic cone later comes more of an option underground, where a beholder could
in the battle. create a vertical escape passage that adventurers would have a
Inflict Moderate Wounds: This spell has a Will save, but still hard time following.
does damage if successful. So long as the sovereign can hit with Telekinesis: Sovereigns can use this ray to fling opponents
this spell, it becomes a constant drain on hit points. This spell is away or to smash them with large rocks or other objects. A 325
best targeted at casters or other classes with low hit points. pound dense object (like a rock or a tree) will do 13d6 damage.
Flesh to Stone: This powerful spell has fairly straightforward Sometimes beholders will create objects to throw, either by disin-
effects. Aside from petrified creatures being used as weapons by tegrating part of a wall to create boulders or by petrifying oppo-
the sovereign (see telekinesis, below), the uses of this ray are fair- nents and using them (petrified creatures weigh 1.5 times what
ly limited, although they are effective. Petrified creatures do not they weighed originally). A fall, especially if the tyrant is using
return to flesh inside an antimagic cone. one of the pit tactics, can be devastating, and if the opponent sur-
Finger of Death: This has a similar use as flesh to stone. It is vives she is separated from her allies. If the character is slammed
instant death for those who fail their saves, so this is targeted at against a wall the damage is only 1d6. If the character’s weapons
large threats or those who have low Fortitude saves. are large enough, the sovereign could rip the weapon out of an ad-
Disintegrate: Although when directly targeted this ray kills venturer’s hands and use it against them for one round. This only
with one hit, there are ways to make this eye more interesting. A works with simple melee weapons, and it must drop the weapon
sovereign could target a weapon or spell component pouch. Alter- at the end of its turn as the ray’s duration ends. This disarm attack
nately, the beholder could disintegrate the ground beneath a char- does not provoke an attack of opportunity (because it is the effect
acter, trapping them in a ten-foot deep pit – the character can of an eye ray, not a melee attack). The beholder can add its Intel-
avoid falling in with a Reflex save (DC 15). Sovereigns can es- ligence modifier to its attack roll for both disarming and attacking,
cape tight spaces with this ability, but at a rate of ten feet per so the sovereign’s total bonus on these moves is +10. Strength
25

modifiers do not apply to the weapon’s damage. Disarming and can destroy enough material to collapse the ceiling in a circular
attacking is a free action for the sovereign, although the telekine- area with a diameter of 10d4 feet.
sis eye ray can only be used once per round. Note that the damage The rubble is then directed at a specific character with the
for most simple weapons isn’t worth this action – it is just as easy telekinesis ray. Each character caught in the collapse takes 3d6
to slam them into a wall. However, the character must take a par- points of damage and is pinned. A Reflex save (DC 15) can avoid
tial action to regain their weapon on their next turn, and if the this damage. The character targeted by the telekinesis effect rolls
weapon used has magical effects then this can be a very useful tac- a Reflex save as well, but the DC for this particular character is
tic. Magical weapons get to make a Will save to avoid the ray at 18, the damage is 8d6, and a successful roll will only reduce the
the same modifier as the person holding the weapon. damage to half. If the targeted character fails the Reflex save he is
also pinned, and takes 1d6 nonlethal damage per minute while
pinned. See the DMG rules for cave-ins and collapses for more in-
Combinations formation – assume everyone except the targeted character was in
the slide zone and the targeted character was in the bury zone.
Several rays are useful when combined, but others should not Flesh to stone and telekinesis: While not specifically useful in
be combined. A few good and bad combinations are listed below. the tactical sense, watching your friend turn to stone and then be
Charm person and charm monster: This could force the char- smashed by a boulder or picked up and thrown against the wall
acter to make two Will saves. Unless the character has a high can be demoralizing for a group. An alternate use would be to fol-
bonus to their Will save they will probably fail one of them. This low flesh to stone with disintegrate for a similar effect (although
technique is especially important at the beginning of combat or in with less shrapnel).
situations where the sovereign believes that a charmed opponent Telekinesis and disintegrate: Another combination of these
could be especially useful. two rays. If the sovereign can disarm a character it can do damage
Fear and slow: If both of these succeed, then the opponent is with the weapon and then attempt to destroy it while it hovers in
fleeing slowly enough that the sovereign can likely finish her off midair. Like the previous combination, this is more a matter of
without worrying about tracking a humanoid for hours. style than practical utility – a sovereign could disintegrate the
Sleep, charm person, or charm monster and any damage ray: weapon in a character’s hand just as easily.
These effects will be nullified if the sovereign attempts to harm
the target after the effect. These three spells should follow damage
spells, not precede them, for full effectiveness. The Antimagic Cone
Inflict moderate wounds and finger of death: It doesn’t al-
ways make sense to concentrate damage, but both of these spells The lid of a sovereign’s great eye is not very agile. It takes a
do damage if they hit even if the character makes the save. This while to open and close, although some beholders have learned
means that the character will take an average of 43 hit points after how to rush the process. For most sovereigns, they must decide
succeeding at both saves, which is serious even for characters whether the eye is open or shut once per round. This relates di-
with larger hit dice. Generally these two should be combined to rectly to the antimagic cone. While the eye is open the cone is ac-
finish off a foe that is weakened or to kill an annoying wizard or tive, and while it is shut it is inactive.
sorcerer early in the combat. If the cone is active, it moves when the sovereign moves, al-
Slow and disintegrate: These two rays are the perfect combi- ways projected in a 150 foot cone away from the central eye. At
nation for a sovereign who would like to capture rather than kill. its farthest extent the cone is 150 feet tall, 150 feet wide, and 150
A pit is created beneath the opponent, but with a slow effect she feet long. The cone begins in a five foot cube just in front of the
has a –2 on her roll to avoid falling in. sovereign. The beholder’s orientation can change by 90 degrees
Telekinesis and any ray: If telekinesis works, then the sover- per 5 feet of movement, or the beholder can rotate while hovering
eign can lift the character in the air. This removes the character’s at a cost of 5 feet of movement. While the antimagic cone moves
Dexterity bonus for AC, making them easier to hit with eye rays. past a character her magic items, spells, spell-like abilities, and
The sovereign could also move the character above it, putting it supernatural abilities temporarily don’t work. These magic effects
into the overhead firing arc where all ten rays can be fired. This return once the cone has passed away. In most cases when this
move is perfect when the focus is on one target. happens over the course of the sovereign’s turn this won’t make a
Disintegrate and telekinesis: If the battle is occurring under- difference. If someone is using a spell like fly, then they start to
ground, disintegration can be used to remove structural supports drop, but are able to catch themselves once the cone passes with a
and bring rubble down on the heads of the adventurers. The ray Reflex save (DC 10). If a creature is subject to a continuing hos-
26

tile spell or ray, such as charm person or sleep, they are briefly of a threat than a sorcerer or mage. Her weakest save is Fortitude,
freed from the effects until the cone has moved on. When the ef- so if possible the sovereign will make the bard a target of lethal
fect comes back the creature can make another save against the ef- rays. If her bardic music is causing problems, the antimagic cone
fect at the original DC +5. A creature only makes one such save will nullify this ability, either for characters inside the cone if the
per round, even if the antimagic cone passes over them multiple bard is outside of it, or for everyone if the bard is inside. As a hy-
times. A creature that is in the antimagic cone at the end of the brid between a fighter, rogue, cleric, and sorcerer the bard poses
round will fall, regardless of prior checks, and none of her magic some of each type of threat, but is also commonly ignored unless
will work until she moves out of the cone. it is doing something special.
Unless the sovereign plans to move more than 30 feet there is Cleric: The cleric is the largest threat to a sovereign, not be-
no point in closing the central eye, because it can turn the cone cause of the damage he does, but because of the bonuses he can
away and then turn it back for a cost of 10 feet of movement. In give to other characters. A cleric has good saves in both Will and
fact, it can turn while moving forward, and if the sovereign plans Fortitude, making it difficult for the sovereign to use any ray
on doing any turns in the course of movement it is likely that the against him. His spells can protect others or, if the cleric is a good
antimagic cone will be turned away from the party briefly. For all alignment, smite the beholder from a distance. Clerics are almost
these reasons, the antimagic cone should almost always be active. always kept in antimagic cones for the duration of combat, and the
The placement of the antimagic field at the end of the turn is sovereign will attempt to separate the cleric from the rest of the
the most important aspect of this ability. Try to focus on the most group if it is able.
dangerous magic users in the group, and attempt to draw a line be- Druid: When a druid is found underground, it is generally
tween these characters. Place the sovereign somewhere along this slightly less of a threat than when it is found in forests. She has
line, so that its cone falls over all the major threats. The more dis- many of the same abilities as clerics, and so may find herself in an
tant the sovereign can be from the characters, the better, since the antimagic field for most of the combat. The slings of druids do not
cone gets wider along its way and it will become harder for a crea- have much range and do not do much damage, so their ranged
ture to run outside of the area of the cone at a distance of 100 feet combat is not terribly effective. Some of their spells can be effec-
or more. tive, but if the sovereign faces them underground it may ignore
them until they prove themselves to be threats. A sovereign often
ignores a druid until later in the battle.
Adventurer Classes Fighter: The fighter will be the most dangerous single oppo-
nent a beholder can face. His Will save is poor, but he has a strong
Sovereigns are intelligent, and can examine equipment to Fortitude save and the ability to inflict serious damage with
guess at the class of an attacker. Unless the party has specifically ranged weapons. If possible, the sovereign will attempt to take
disguised themselves to be another class, the sovereign will cor- him out early in the combat with non-lethal rays. If the fighter is
rectly identify the classes of its opponents. It treats all of them using magical weapons then the beholder may target him in an an-
slightly differently. Although plans and strategies often must be timagic cone, but it is much more important to cover wizards and
abandoned during the course of battle, below are its standard ap- sorcerers with this ability.
proaches to the most common adventuring classes. Monk: Monks do not normally get armor bonuses, so they
Barbarian: Barbarians have weak Will saves but strong For- usually get their full AC against the sovereign’s eye rays. By hov-
titude saves, and so will generally be targeted for non-lethal eye ering overhead, the sovereign can avoid most of the monk’s most
rays. Because of his high hit dice, it is generally wiser to try to kill lethal unarmed strikes – but beware of her leap of the clouds abil-
a barbarian with finger of death or flesh to stone than to try to wear ity. The monk is too versatile to ignore, but if there is also a fight-
them down. Barbarians cannot be caught flat-footed after they er in the party then the sovereign will place more importance on
reach second level, which makes surprise less useful for ranged defeating him.
touch attacks. The barbarian is not the biggest threat in combat for Paladin: The paladin gets a Charisma bonus to saving
a beholder, however, because its primary abilities do not help it throws, and has a high Fortitude save. This makes him very diffi-
take down a hovering monster. His rage attack is not terribly use- cult to kill with lethal eye rays. The smite evil ability is an effec-
ful to improve ranged weapons, although he does get a bonus to tive weapon against evil sovereigns, but it can be avoided by stay-
Will saves while raging. If it must choose between targets, a sov- ing out of melee range. In addition, as it is a supernatural ability,
ereign will often ignore a barbarian. smite evil cannot be used within a sovereign’s antimagic cone. A
Bard: While the bard will be included in an antimagic cone paladin is also likely to be skilled with powerful ranged weapons.
if it is convenient, sovereigns think of this weak spellcaster as less He has many spells in common with the cleric, but the paladin is
27

more likely to use them on himself and charge into battle than every round they ignore the eye tyrant it gets three attempts to kill
offer aid to comrades. The paladin is not a target for an antimagic a party member.
cone unless he is using powerful magical weapons, but he would
be one of the first targets to bring down because of his skill with
martial ranged weapons.
Multiple Sovereigns
Ranger: A ranger with aberration as her favored enemy can
be a threat to a sovereign, especially if she has focused her skills In larger battles multiple sovereigns might be engaging an
on ranged weapons. Like the druid, her spells are less dangerous enemy. The tactics for multiple sovereigns do not change much
underground so she only needs to be covered by an antimagic from a single sovereign, but one important difference is the over-
cone if her equipment is especially dangerous. A ranger has a high lapping antimagic cones. The cones do not cancel each other when
Fortitude save, but a low Will save and so will be targeted by non- they overlap. However, more antimagic cones covering the battle-
lethal eye rays. A ranger is often in the top list of targets for a sov- field can restrict eye rays even more. The problem is that a single
ereign. sovereign can move an antimagic cone so that it can have a clear
Rogue: Because of their low Fortitude and Will saves rogues shot at its target, but with multiple sovereigns the gamemaster
are perfect targets for eye rays of any sort, if the sovereign can hit may run into a character who is in an antimagic field which can-
the elusive adventurers. Like a monk, a creative rogue may be not be moved because it is not that sovereign’s turn to act. There
able to think of many ways to hurt the sovereign, so while a rogue are four approaches to dealing with this.
will not be their top target, neither can they be ignored. This first is to employ every antimagic field available and try
Sorcerer: A sorcerer is one of the biggest threats to a sover- to flood the battle with antimagic to disable all enemies’ magic no
eign. She has terrific firepower and can cast more spells than a wiz- matter where they move. This is most useful when there are melee
ard. If the sorcerer can be kept inside the antimagic cone, however, units available to attack while the adventurers lose the abilities of
she is no longer a danger. This is the primary tactic for the behold- their magical equipment and must rely on skill alone. Even if the
er, although when forced to choose between a wizard and a sorcer- party is skilled enough to destroy the melee units, they will prob-
er the sovereign will leave the sorcerer outside of the cone. Because ably be weakened enough that a barrage of eye rays can do even
of her low Fortitude save, a beholder will try to use lethal rays. more damage.
Wizard: The wizard cannot cast as many spells as the sor- Another option is to have only one sovereign use its an-
cerer, but he can cast higher-level spells. While it is important for timagic cone, and the other use its eye rays. The sovereign in
a sovereign to keep the sorcerer in the antimagic cone most of the charge of the antimagic cone can attempt to separate casters from
time, if a wizard leaves the cone for a single round the effect can others in the party and ensure that none of the more powerful
be devastating. A wizard is generally targeted with lethal rays. spells are used. Meanwhile the other sovereign focuses on de-
stroying the combat characters. The sovereign with the antimagic
cone will use eye ray attacks as they are available.
Beholders with Slaves, The most complicated technique is to have both sovereigns
use their antimagic fields, trying to create zones of antimagic and
Eyekin, or Skirmishers zones of eye ray use. This can be difficult as the party moves
around trying to get the best shot at the sovereigns. The gamemas-
Whenever possible most beholder variants will send in hu- ter should draw imaginary lines between important magic users
manoids to act as distractions while they attack with eye rays from and see if she can establish the cones along these lines. Another
a distance. The exception to this is the skirmisher variants, which option is to create an area where eye rays will be effective and try
will often reverse this order – they will keep beholder cultists or to maintain this area by never moving an antimagic cone into it.
sorcerers at a distance, firing spells at the enemy, while the skir- Characters may move in and out of this area – it is possible to set
mishers move in for melee attacks. a ready action to fire eye rays at characters who move in and out
Sovereigns will use their antimagic cone with lesser skir- of it.
mishers, eyekin fighters, or aberrant warriors. The best use of this The last option is not recommended unless the sovereigns are
is to cover a wizard or sorcerer with an antimagic cone and attack clearly in control of the situation. It is possible to avoid using an-
them with melee combatants. Alternately, the beholder can hover timagic cones at all, so that all sovereigns have a clear shot at
overhead firing eyebeams and keep melee combatants in range of every character. This allows heavy use of eye rays by the sover-
the adventurers. If the adventurers fire ranged weapons or spells eigns, but it also eliminates one of the most effective defensive
at the sovereign they are subject to attacks of opportunity, but tools available to them.
28

Chapter Four
Characters with Many Eyes
Beholders as Player Characters • A sovereign beholder has (2 + Int modifier) skill points per
hit die, with quadruple skill points for the first hit die. The
following skills are considered to be class skills for beholder
Beholders are extremely powerful creatures with highly fo- characters: Hide, Intimidate, Knowledge (arcana), Listen,
cused minds. In addition to its natural inclinations, the Dominion Search, Spot, Survival. Each Dominion has additional class
of a beholder plays a tremendous part in shaping its behavior. As skills that beholders can choose from initially or when adding
a result, beholders are generally unsuitable as player characters. It aberration levels; these can be found later in this chapter.
is extremely unlikely that a beholder would abandon the goals of
• All beholders receive Alertness as a bonus feat. A sovereign
its Dominion, and if it did, it would still have little in common
should select one of the following feats, plus an additional
with the typical group of adventurers.
feat for every 3 hit dice that it possesses: Dodge, Farsighted,
However, there are a variety of story possibilities for adven-
Flyby Attack, Great Fortitude, Improved Flight, Improved
tures using beholder characters. It is possible to run a campaign
Initiative, Iron Will, Mobility, Nearsighted. A beholder must
based around beholder and eyekin PCs; as members of the Do-
meet a feat’s prerequisites. A sovereign may also choose feats
minion of the Final Forge or the Dominion of the First Eye, char-
from the list provided with its Dominion in Chapter Six.
acters could fight the plans of other Dominions or evil denizens of
the underdark. • For purposes of character advancement, an 11 HD sovereign
Most beholders rely on the power of their eyestalks as op- beholder is considered to be an 18th level character. Most be-
posed to following the paths of one of the traditional character holders progress in the aberration class, but exceptional be-
classes. Beholders generally advance in power by adding aberra- holders may pursue other options.
tion levels. The Void does not answer the call of clerics, and with • A beholder that gains the ability to cast arcane or divine spells
the power that they inherently possess few sovereigns feel the will need to obtain and use the Still Spell feat in order to per-
need to study arcane magic (a lack of limbs also poses a problem form any spell that requires somatic components. If the spell
for would-be beholder spellcasters). However, a small handful de- requires material components, the gamemaster will have to
velop class levels. The beholders of the Final Forge and the Eter- determine if the beholder can manipulate the items with its
nal Vigil often acquire rogue levels, developing Charisma-based telekinetic eye.
skills to assist in their manipulation of humanoid civilizations.
Eyekin who rise to become beholders through the Rite of Full
Communion sometimes maintain the skills they developed in their
Eyekin as a Character Race
first lives. And then there are the prestige classes supplied in this
book: the eye of the void and the juggernaut. The raw power of a beholder makes it difficult to add be-
A beholder is born with all of its powers, so a beholder char- holder PCs to an adventuring group. But the eyekin – the subraces
acter begins with its full hit dice and abilities. However, the fol- of humanity corrupted through long contact with beholders and
lowing traits apply for purposes of personalizing the character. the Void – are an excellent choice for the player who wants a few
extra eyes on his character.
SOVEREIGN BEHOLDER RACIAL TRAITS There are a few basic ways to work eyekin PCs into a cam-
• +4 Dexterity, +8 Constitution, +6 Intelligence, +4 Wisdom, paign. Depending on the nature of the party, the character could
+4 Charisma. Beholders are tough, exceptionally intelligent be working on direct orders from his Dominion. While this is ide-
creatures with immensely powerful personalities. ally suited to a party of evil characters or amoral mercenaries, an
eyekin character in the service of the Dominion of Revelations or
• The saving throw DC for a beholder’s eye rays is 10 + 1/2 the the Final Forge could actually be sent on missions that could ben-
beholder’s hit dice + its Charisma modifier. Levels in Eye of efit the humanoid world.
the Void or Juggernaut prestige classes are added to the crea- Another classic character option is the renegade – the eyekin
ture’s hit dice for purposes of determining the save DC. who has fled from his evil masters and who has turned his skills
29

Physical Description: The bulk of the Eyekin populace is
identical to human beings – at least, to a casual glance. What dis-
tinguishes the eyekin from their human ancestors are the many
eyes scattered randomly around their bodies. The average eyekin
has seven to thirteen extra eyes placed across his body. The color
and shape of these eyes do not match his facial features. These ad-
ditional eyes are covered with a tough, transparent membrane, al-
lowing an eyekin to walk with an eye on the sole of his foot. Gen-
erally an eyekin can conceal his additional eyes with clothing, al-
though additional eyes on the face can be difficult to hide.
As an eyekin gains levels in the prestige classes presented in
this book, he becomes an eyekin aberration. Over time he will de-
velop more severe physical mutations. The most common effect is
the appearance of eyestalks on the character’s head, but a variety
of other mutations can occur.
Eyekin do not live as long as normal humans; their corrupted
physiology burns out quickly. An eyekin achieves maturity at 12
years, and rarely lives to be 60 years old. Eyekin aberrations live
far longer than their kindred; each level of beholder cultist or
aberrant warrior class adds 10 years to the maximum lifespan of
the character.
Relations: Eyekin are secretive creatures who rarely reveal
their true nature to outsiders. When they are not isolated in be-
holder or eyekin communities, they are usually working under-
cover in the service of the eye tyrants.
and natural abilities against the tyrants. Or perhaps an entire com-
Alignment: Eyekin communities lean towards the alignment
munity of rebel eyekin has successfully overthrown the local sov-
of their associated Dominion.
ereign – and as one of the heroes of the community, the PC must
Eyekin Lands: For the most part the eyekin serve in behold-
help his people find a place in the world.
er territories, which are typically subterranean. There are eyekin
The eyekin have the following traits and statistics.
communities scattered throughout human lands, but the true na-
Personality: The eyekin come from human stock, but they ture of these communities is typically secret.
have been tainted by centuries of contact with the Void. As a re- Religion: Most eyekin revere the Void and consider the sov-
sult, their personalities are colored by the aspect of the Void asso- ereign beholders to be the divine representatives of the Void. Eye-
ciated with their beholder masters. Eyekin serving the Dominion kin aspire to become beholders themselves. As the Void does not
of the Eternal Vigil tend to be furtive and paranoid, while the eye- respond to traditional prayer, there are few eyekin clerics. Instead,
kin of the First Eye are proud and haughty. However, this influ- eyekin mystics will follow the path of the sorcerer or pursue one
ence is less pronounced in the eyekin than the beholders. of the prestige classes presented in this chapter.
Most eyekin consider their race to be superior to all other hu- Language: Common and the language of the beholders.
manoid species; even if the eyekin are effectively slaves, they are Adventurers: Eyekin adventurers are either those who have
proud to serve their mighty masters and strive to prove their escaped from their masters or who are traveling through the world
worth. Almost all eyekin dream of one day ascending to become at the request of their masters. It is rare to find an eyekin traveling
beholders themselves. There are certainly exceptions to these the world trying to find her place in it, but it is rarer still that she
rules; the Dominion of the Poisoned Eye treats its slave popula- will reveal her true nature. Some eyekin are trying to find the leg-
tions with great cruelty, and most eyekin rebellions have occurred endary rebel eyekin who have successfully formed their own cul-
in the holds of the Poisoned Eye. ture, but most are simply trying to make their way in the world.
As a race, the eyekin are single-minded in their devotion to Even after they leave, however, eyekin still have personality traits
the beholders. They have little interest in art, humor, or entertain- associated with the Dominion with which they grew up – Poi-
ment; to the eyekin, work and the associated chance for advance- soned Eye eyekin will often be violent, the Final Forge eyekin
ment are everything. tend to be organized, and the Enigma eyekin are secretive.
30

EYEKIN RACIAL TRAITS • Eyekin Blood: All eyekin possess the Eyekin Blood feat.
• +2 Intelligence, -2 Wisdom. While not as brilliant as their be- • Automatic Languages: Common and Beholder. Bonus Lan-
holder masters, the eyekin possess an uncanny ability to guages: Draconic, Dwarven, Gnome, Goblin, Orc, and Un-
process information. However, they are a slave race; over dercommon. The majority of eyekin live beneath the earth,
generations, selective breeding and mental conditioning have and they are most likely to learn the languages of other sub-
taken a toll on the willpower of the eyekin. terranean races.
• Medium-size: As Medium-size creatures, eyekin have no spe- • Favored Class: Beholder cultist. A multiclass eyekin’s be-
cial bonuses or penalties due to their size. holder cultist class does not count when determining whether
• Eyekin base land speed is 30 feet. he takes an experience penalty for multiclassing.
• Darkvision: Eyekin can see in the dark up to 60 feet. Darkvi-
sion is black and white only, but it is otherwise just like nor- Use the human listing on the random height and weight table
mal sight, and eyekin can function just fine with no light at to determine the height and weight of an eyekin character. An eye-
all. kin is an adult at 12 years of age, middle aged at 28, old at 40, and
venerable at 52. His maximum age is modified by adding 3d4.
• +2 racial bonus to Spot and Search. Eyekin possess astonish- However, for every level in beholder cultist or aberrant warrior,
ing visual acuity. the character’s old and venerable thresholds are increased by 10
• All-Around Vision: An eyekin who is naked from the waist years; thus a 5th level cultist is old at 90, venerable at 102, and
up can see in all directions. While using all-around vision, the dies at 102 + 3d4 years. This increased lifespan will not remove
character cannot be flanked and he receives a +2 bonus to existing age penalties; if the character is already old he does not
Spot and Search checks (which stacks with his normal racial regress to being middle aged, but he has a longer game before he
bonus). This prevents the use of normal armor and reveals the becomes venerable.
inhuman nature of the eyekin. Eyekin can make use of this
ability while wearing leather eyeband armor, studded eye-
band armor, or chain veil armor; these new forms of protec-
Character Classes
tion are described in Chapter Five.
• Prehensile Vision: Most eyekin have eyes on their arms or This section presents four new classes for beholders and their
legs. If these eyes are uncovered, an eyekin can look around minions. The first is the beholder cultist, a core class for those
corners, peer in a pocket, or perform similar vision-related who wish to sprout extra eyes of their own. While it is a specialty
feats. However, revealing these eyes can easily result in the of the eyekin, this class can be taken by any humanoid species.
exposure of the character’s inhuman nature. Next is the aberrant warrior. This prestige class is also designed
for eyekin and other humanoids; a character who follows this path
• Spell Malfunction: A trace of the power that shields a sover- becomes physically altered by the power of the Void, eventually
eign beholder from magic flows through the eyekin’s blood. sprouting a pair of eye-tipped tentacles similar to those of a be-
Eyekin have a 5% chance of failure when casting divine or ar- holder skirmisher. The section concludes with two prestige class-
cane spells. This is added to any penalties resulting from en- es designed solely for beholders. The eye of the void is a mystical
cumbrance or armor. It does not affect the use of psionics, path that allows a beholder to sprout new eyestalks and increase
spell-like abilities, or the supernatural powers of the eyekin the power of its ray attacks, while the juggernaut is an elite war-
prestige classes presented in this book. rior class.
• Knowledge (aberrations) is always considered to be a class As a point of clarification, members of the beholder cultist
skill for eyekin. When the blood of aberrations flows through class develop the ability to project magical rays from their addi-
your veins, it’s hard not to learn something about them. tional eyes. As the mechanics for these powers are slightly differ-
• +2 save vs. spells and spell-like effects. While the eyekin may ent from the abilities of the beholder, a cultist’s rays are referred
have difficulty casting spells, they are highly resistant to hos- to as eyebeams, while a beholder’s mystic weapons are eye rays.
tile magic.
• +3 racial bonus to Disguise checks made to pass as human.
An eyekin that covers his additional eyes is virtually indistin-
guishable from a human.
31

BEHOLDER CULTIST eyekin are ideally suited to become beholder cultists. However,
the beholders will accept characters of any race.
(Core Class) Other Classes: The advanced cultist possesses strong mysti-
cal ranged attacks, but has little strength in close combat; cults
The beholder is a symbol of magical power – a living crea- will often have warriors or fighters around to provide physical
ture with the power to decimate an army. To many, the clear power protection. Rogues have value as scouts and assassins. Cultists
of the beholder is far more impressive than tales of gods that can- typically avoid cleric and paladins, and look down on wizards and
not be seen or touched. Beholder cults offer adherents the chance sorcerers.
to serve these living gods – and more importantly, the opportuni-
ty to obtain their power. Those that dedicate themselves to the Game Rule Information
Void and its servants are twisted by its energies, slowly becoming Beholder cultists have the following game statistics.
more and more like the beholders that they revere. As a character Abilities: While a cultist does not receive bonus eyebeam
embraces the beliefs of the cult, eyestalks begin to sprout from his abilities or vision points based on his statistics, his Charisma af-
head; these allow him to channel the energy of the Void to strike fects the power of his beams. The base Difficulty Class of a sav-
down his enemies. Once a cultist has ten eyestalks, he becomes el- ing throw against a cultist’s eyebeam is 10 + the eyebeam’s level
igible for the Rite of Full Communion – the rite that can transform + the cultist’s Charisma modifier. A high Charisma score will also
a humanoid creature into a full-fledged beholder sovereign. help the cultist to conceal his true nature and to manipulate the
Adventures: Each beholder cult is aligned with one of the moods of others.
Dominions, and this will govern its actions. Cultists following the Alignment: The alignment of a cultist cannot be more than
Consuming Eye will steal treasures and collect rarities as tribute one step removed from the Dominion sect that sponsors his cult.
for their masters. Those aligned with the Poisoned Eye will seek Hit Die: d4.
to bring pain and suffering to other creatures. A Final Forge cult
will actually seek to establish order and affect social change. Class Skills
Cultists following the Dominion of Revelations will be guided by The class skills (and the key ability for each skill) of the be-
dreams and given cryptic missions related to the mysterious goals holder cultist are: Craft (Int), Disguise (Cha), Knowledge (local),
of their hidden masters. Listen (Wis), Profession (Wis), Spot (Wis). In addition, each
Characteristics: The primary power of a beholder cultist lies cultist should pick four skills from the cultist skill list of the Do-
in the offensive abilities he gains from his eyebeams. While he minion associated with the cult, which can be found in Chapter
only has access to an extremely limited set of abilities, he has the Six; these are considered to be permanent class skills. Most
advantage that his powers are supernatural in nature as opposed to cultists have a basic grounding in a mundane profession, and they
being spells; this removes many of the traditional limitations as- learn to conceal their eyestalks and to keep an eye on the local
sociated with spellcasting. community; other skills vary widely based on the goals of the as-
Alignment: A beholder cult is aligned with a specific Do- sociated Dominion.
minion sect. Cults typically recruit like-minded individuals, and Skill Points at 1st Level: (4 + Int modifier) x 4
in time a cultist’s alignment will usually match that of his sect. Ini- Skill Points at Each Additional Level: 4 + Int modifier
tially, however, he may be one step removed from the alignment
of his sect. Class Features
Religion: Low-level beholder cultists typically revere the be- All of the following are class features of the beholder cultist.
holders themselves, being more enamored with temporal power Weapon and Armor Proficiency: Beholder cultists are fa-
than spiritual matters. As the cultist progresses up the ranks, he miliar with all simple weapons and light armor, but not with
begins to study the mysteries of the Void. shields. The cultist cannot use any 1st – 5th level eye ray while
Background: Beholder cults can be found in the shadows all wearing a helmet, unless the helmet has been specially designed
across the world. Every eyekin community will have a cult dedi- with gaps for the stalks (see Chapter Five for more details). A
cated to the associated sect, but eyekin also often travel to the cultist cannot use 6th – 9th level eye rays while wearing armor un-
cities of other races. Eyekin evangelists typically draw on the poor less it has been specifically designed for his use.
and downtrodden members of society, luring worshippers with the Eyebeams: The primary power of the cultist is the ability to
promise of true power. More information on cults can be found in channel the energy of the Void through his eyestalks in order to
Chapter Two. produce supernatural effects. If the character possesses the Eyekin
Races: For both psychological and physiological reasons, Blood feat he will gain new eyebeams as he progresses in level.
32

The number and level of eyebeams that a cultist possesses can be beam list. However, there are a few limitations on the powers that
found on Table 4-2: Beholder Cultist Eyebeams. Using an eye- he can select. The letter “d” in a column on Table 4-2 indicates
beam requires the character to expend vision points. The cultist’s that the cultist must select a power possessed by the sovereign be-
allocation of vision points can be found on Table 4-1: The Be- holders of the Dominion associated with his cult. So a 1st level
holder Cultist. The value listed at each level is the character’s total cultist from a Dominion that uses the standard sovereign found on
number of vision points; these scores are not cumulative, and the page 93 can select either sleep or charm person, the two first level
cultist does not receive additional vision points based on charac- abilities possessed by the typical sovereign. A cultist may mani-
teristic modifiers. The cost of using an eyebeam can be found on fest powers that most beholders do not, but overall his powers will
page 35. Using an eyebeam is a standard action that does not pro- resemble those of his masters.
voke an attack of opportunity. The basic Difficulty Class for a sav- Eyestalks: Every time a cultist gains a new eyebeam ability,
ing throw against an eyebeam is 10 + the spell level + the cultist’s he grows a new eyestalk. The first ten eyestalks grow on his head;
Charisma modifier, but this can change as the cultist gains power. thereafter the eyestalks can appear anywhere on his body; com-
Vision points represent a cultist’s ability to safely channel the mon locations include the shoulders, forearms, and hips. The
energy of the Void. A character can refresh his vision points by character’s eyebeams emerge from these eyestalks. If the charac-
resting for at least six hours, although he cannot recover points ter wishes to wear armor, it must be specially designed to accom-
more than once in a 24 hour period. If the cultist possesses the modate the eyestalks.
Lidless Eyes feat, he can recover vision points by meditating for For every three levels of beholder cultist that the character
two hours. possesses, he takes a cumulative -1 racial penalty to all Disguise
If a cultist does not possess the Eyekin Blood feat he does not checks made to pass as a member of another race. This penalty
gain eyestalks, eyebeams, or vision points. However, as soon as he stacks with Disguise penalties from eyekin aberration feats, with
acquires the feat he immediately develops the full set of eye- a maximum total penalty of -8. This penalty only applies to be-
beams, eyestalks, and vision points indicated by his class level. holder cultists who possess eyebeams.
When an eyekin receives a new eyebeam ability, he may se- Eyekin Blood: A character can only participate in a beholder
lect a power of the appropriate level from the beholder cultist eye- cult for so long before the power of the Void begins to alter his
Table 4-1: The Beholder Cultist
Base Fort Ref Will Vision

Level Attack Bonus Save Save Save Points Special
1 +0 +0 +0 +2 4 Eyebeams, Eye Stalks
2 +1 +0 +0 +3 6
3 +2 +1 +1 +3 8
4 +3 +1 +1 +4 12
5 +3 +1 +1 +4 16
6 +4 +2 +2 +5 22 Eyekin Blood
7 +5 +2 +2 +5 28 Empower Beams
8 +6/+1 +2 +2 +6 36
9 +6/+1 +3 +3 +6 44
10 +7/+2 +3 +3 +7 54 Crown of Eyes
11 +8/+3 +3 +3 +7 64 Empower Beams
12 +9/+4 +4 +4 +8 76 Eyekin Aberration
13 +9/+4 +4 +4 +8 88
14 +10/+5 +4 +4 +9 102
15 +11/+6/+1 +5 +5 +9 116 Empower Beams
16 +12/+7/+2 +5 +5 +10 132 Eyebeam Focus
17 +12/+7/+2 +5 +5 +10 148
18 +13/+8/+3 +6 +6 +11 166 Void Corruption
19 +14/+9/+4 +6 +6 +11 184 Eyebeam Focus
20 +15/+10/+5 +6 +6 +12 204
33

form. At 6th level he receives the Eyekin Blood feat. If he already Eyekin Aberration: At 12th level a beholder cultist receives
possesses the Eyekin Blood feat, he receives the Eyekin Aberra- the Eyekin Aberration feat. If he already possesses this feat, he re-
tion feat. If he already possesses that feat, he receives one of the ceives one of the bonus feats listed under Void Corruption. He
bonus feats listed under Void Corruption. He must meet the re- must meet the requirements for any of the Void Corruption feats.
quirements for any of the Void Corruption feats. Eyebeam Focus: At 16th level, the cultist may select one of
Empower Beams: As a cultist grows closer to the Void, his his 1st level eyebeams. This beam can be used with no vision
weaker eyebeams become more powerful. At 7th level, the saving point cost. At 19th level, the cultist’s other 1st level eyebeam can
throw DC for 1st-2nd level eyebeams is increased to 13 + the also be used at no cost. The character must still use vision points
cultist’s Charisma modifier. At 11th level, the saving throw DC if he uses metamagic feats in conjunction with these eyebeams,
for 1st-4th level eyebeams is increased to 15 + the character’s but the final cost is reduced by 2 points.
Charisma modifier. At 15th level, the saving throw DC for 1st-7th Void Corruption: At 18th level, a cultist may choose one of
level eyebeams is increased to 17 + the cultist’s Charisma modifi- the following feats: Blindvision, Buoyant Blood, Gaping Maw,
er. Hide of the Beholder, Lidless Eyes, Loss of Breath, Strange Ap-
Crown of Eyes: At 10th level, the character possesses ten petites, Synesthetic Vision, or Visions of the Void. The character
distinct eyestalks protruding from his head. As long as his eye- must meet the prerequisites of any feat that he wishes to take.
stalks are not covered, he receives all-around vision and cannot be
flanked. An eyekin cultist gains his usual +4 bonus to Search and Cultist Eyebeams
Spot checks while these eyes are exposed, but characters of other
races do not receive this bonus; normal humans cannot process the True beholders possess eye rays, which can be used at will.
additional sensory information as effectively as eyekin or behold- Humanoid cultists can develop eyestalks to channel the power of
ers. the Void, but there are limits to how much energy the cultist can
Table 4-2: Beholder Cultist Eyebeams
Cultist Eyebeams
Level 1 2 3 4 5 6 7 8 9
1 d - - - - - - - -
2 d+1 - - - - - - - -
3 d+1 d - - - - - - -
4 d+1 d+1 - - - - - - -
5 d+1 d+1 d - - - - - -
6 d+1 d+1 d+1 - - - - - -
7 d+1 d+1 d+1 d - - - - -
8 d+1 d+1 d+1 d+1 - - - - -
9 d+1 d+1 d+1 d+1 d - - - -
10 d+1 d+1 d+1 d+1 d+1 - - - -
11 d+1 d+1 d+1 d+1 d+1 d - - -
12 d+1 d+1 d+1 d+1 d+1 d+1 - - -
13 d+1 d+1 d+1 d+1 d+1 d+1 d - -
14 d+1 d+1 d+1 d+1 d+1 d+1 d+1 - -
15 d+1 d+1 d+1 d+1 d+1 d+1 d+1 1 -
16 d+1 d+1 d+1 d+1 d+1 d+1 d+1 1 -
17 d+1 d+1 d+1 d+1 d+1 d+1 d+1 2 -
18 d+1 d+1 d+1 d+1 d+1 d+1 d+1 2 1
19 d+1 d+1 d+1 d+1 d+1 d+1 d+1 2 1
20 d+1 d+1 d+1 d+1 d+1 d+1 d+1 2 2
d indicates an eye ray power possessed by the sovereign beholders of the Dominion the cult is associated with.
34

draw upon. A cultist’s abilities are referred to as eyebeams to dis- Beholder Cultist Eyebeams
tinguish them from the eye rays of the beholder.
A cultist’s eyebeams have much in common with a beholder’s 1st level
eye rays. Both are considered to be supernatural abilities. This burning hands. 1d4 fire damage/level (max 5d4).
means that an eyebeam is not affected by spell resistance and charm person. Makes one person your friend.
never provokes an attack of opportunity or requires a Concentra- color spray. Knocks unconscious, blinds, or stuns one weak
tion check – a powerful advantage over other forms of magic! creature.
However, there are a few critical differences between eye rays and inflict light wounds. 1d8+1/level damage (max +5).
eyebeams. While a beholder can fire all of its eye rays each round, ray of enfeeblement. Reduces Str by 1d6 points +1 point/2
a cultist must take a standard action to use one of his eyebeams; levels (max 1d6+5).
as a result, he can only use one per round, unless he obtains the sleep. Puts one creature to sleep; affects creatures of up to 4
Quicken Eyebeam feat. HD + caster level.
While a beholder can use its eye rays at will, there is a limit
to the number of eye rays a cultist can use each day. Based on his 2nd level
level, a cultist possesses a certain number of vision points. Using blindness/deafness. Makes subject blind or deaf.
an eye ray costs a certain amount of vision points, as shown on the charm person or animal. Makes one person or animal your
following table: friend.
inflict moderate wounds. 2d8+1/level damage (max +10).
Eyebeam Level 1 2 3 4 5 6 7 8 9 shatter. Sonic vibration damages objects or crystalline crea-
Vision Point Cost 2 4 6 8 11 15 20 26 33 tures.
silence. Target cannot produce sound.
If the cultist does not possess the required number of vision 3rd level
points, he cannot use an eyebeam. contagion. Infects subject with chosen disease.
Cultist eyebeams mimic the effect of arcane and divine spells. dispel magic. Cancels magic spells and effects.
However, the following modifications apply to all eyebeams: hold person. Holds one person helpless; 1 round/level.
• Eyebeams do not require any sort of verbal, somatic, or ma- inflict serious wounds. 3d8+1/level damage (max +15).
terial components. slow. Subject takes only partial actions, -2 AC, -2 melee rolls.
• An eyebeam has a visible effect – a ray that extends from the 4th level
cultist’s eyestalk to the target. An eyebeam also has an audi- charm monster. Makes monster believe it is your ally.
ble effect; anyone within 30 feet of the beam (at any point confusion. Makes subject behave oddly for 1 round/level.
along its path) can make a Listen check (DC 10) to notice the fear. Subject flees for 1 round/level.
sound. The cultist can negate this sound by using the Silent inflict critical wounds. 4d8+1/level damage (maximum +20).
Eyebeam feat. poison. 1d10 Con damage, repeats in 1 minute.
• All eyebeams are ranged ray attacks, regardless of the nature
of the original spell. 5th level
dominate person. Controls humanoid telepathically.
• All eyebeams affect a single target, regardless of the nature of
feeblemind. Subject’s Int drops to 1.
the original spell. So color spray, sleep, silence, prismatic
hold monster. As hold person, but any creature.
spray, power word stun and the like are rays that have the
telekinesis. Lifts or moves 25 lb./level at long range.
same effect as the spell, but only on the target of the ray.
• Regardless of the range of the original spell, all eyebeams 6th level
have a range of 40 feet + 10 feet per cultist level. disintegrate. Makes one creature or object vanish.
• The base DC to save against an eyebeam effect is 10 + the dispel magic, greater. As dispel magic, but +20 on check.
eyebeam level + the cultist’s Charisma modifier. However, eyebite. Target becomes panicked, sickened, and comatose.
cultist class abilities can modify the DC. flesh to stone. Turns subject creature into statue.
The list of eyebeam choices can be found below. Except as 7th level
described above, eyebeams are identical to the spells of the same finger of death. Kills one subject.
name. power word blind. Blinds one creature of up to 200 hp.
35

prismatic ray. Rays hit subject with variety of effects. Requirements
reverse gravity. Target object or creature falls upwards. To qualify to become an aberrant warrior a character must
fulfill all of the following criteria:
8th level Base Will Save: +3
horrid wilting. Deals 1d6 damage/level. Base Attack Bonus: +3
maze. Traps subject in extradimensional maze. Special: The character must have extended friendly contact
power word stun. Stuns creature with up to 150 hp. with beholders or eyekin. She may be part of a beholder cult or
polymorph any object. Changes any subject into anything eyekin community, or she may serve a beholder sovereign, but she
else. must have dedicated herself to working with these aberrations.
9th level Class Skills

dominate monster. As dominate person, but any creature. The class skills (and the key ability for each skill) for aber-
energy drain. Subject gains 2d4 negative levels. rant warriors are: Climb (Str), Craft (Int), Disguise (Cha), Intimi-
imprisonment. Entombs subject beneath the earth. date (Cha), Jump (Str), Spot (Wis), Tumble (Dex), Swim (Str).
power word kill. Kills one subject of up to 100 hp. Skill Points at Each Level: 2 + Int modifier
ABERRANT WARRIOR Class Features

All of the following are class features of the aberrant warrior.
(Prestige Class) Weapon and Armor Proficiency: An aberrant warrior is
proficient with all simple and martial weapons. An aberrant war-
When most adventurers think of beholders, the image that rior gains proficiency with light and medium armor and all
leaps to mind is the sovereign – the sphere of many eyes. But there shields. An aberrant warrior that possesses skirmisher tentacles
are many strange variants of the sovereign lurking beneath the can only wear armor that has been specially constructed to ac-
earth. One of these is the skirmisher, a beholder subspecies de- commodate his tentacles. Aberrant warriors with tentacles are also
signed for melee combat. Where a beholder cultist develops the trained in the use of tentacle hooks, as described in Chapter Five.
eyestalks of the sovereign, the aberrant warrior follows a more Eyekin Blood: An aberrant warrior embraces the corrupting
martial path. An aberrant warrior quickly becomes twisted and al- power of the Void. At 1st level she receives the Eyekin Blood feat.
tered by the forces that she has aligned herself with, and within If she already possesses the Eyekin Blood feat, she receives the
short order she will actually develop the eye-tipped tentacles of Eyekin Aberration feat instead. If she already possesses that feat,
the beholder skirmisher. she receives one of the bonus feats listed under Void Corruption.
Aberrant warriors are relatively rare. They are commonly She must meet the requirements for any of the Void Corruption
found among elite eyekin combat units, although they occasional- feats.
ly appear among beholder cults. Eyekin Aberration: At 2nd level an aberrant warrior re-
Hit Die: d10 ceives the Eyekin Aberration feat. If she already possesses this
Table 4-3: The Aberrant Warrior
Base Fort Ref Will Vision

Level Attack Bonus Save Save Save Points Special
1 +1 +2 +0 +0 0 Eyekin Blood
2 +2 +3 +0 +0 2 Eyekin Aberration
3 +3 +3 +1 +1 3 Void Corruption, Skirmisher Tentacles
4 +4 +4 +1 +1 4 Tentacle Powers
5 +5 +4 +1 +1 6
6 +6 +5 +0 +0 8 Void Corruption
7 +7 +5 +0 +0 12 Tentacle Trip
8 +8 +6 +1 +1 16
9 +9 +6 +1 +1 22 Void Corruption
10 +10 +7 +1 +1 28
36

feat, she receives one of the bonus feats listed under Void Corrup-
tion. She must meet the requirements for any of the Void Corrup-
tion feats.
Void Corruption: At each of these levels, the aberrant war-
rior may choose one of the following feats: Blindvision, Buoyant
Blood, Evil Eyes, Gaping Maw, Hide of the Beholder, Lidless
Eyes, Loss of Breath, Strange Appetites, Synesthetic Vision, Ten-
tacle Reach, Tentacle Strength, or Visions of the Void. The char-
acter must meet the prerequisites of any feat that she wishes to
take.
Skirmisher Tentacles: At 3rd level, an aberrant warrior
sprouts a pair of eye-tentacles similar to those of a beholder skir-
misher (see page 104). These tentacles protrude from the warrior’s
shoulder blades. Each tentacle is approximately two inches in di-
ameter and can stretch to a maximum distance of five feet. It is
difficult for a character to perform delicate tasks using these ten-
tacles. She cannot wield a weapon or use a shield with her tenta-
cles. Manipulating an object or performing a delicate action using
the tentacle requires a successful Dexterity check (base DC 20;
the gamemaster can adjust this based on the complexity of the
task). The character gets a +1 bonus to this check for every 2 aber-
rant warrior levels that she possesses.
The primary use of the tentacles is combat. When attacking,
the character may make an extra slam attack using her tentacles.
This attack is made at her highest base attack bonus, but it takes a
-2 penalty, as does every other attack she makes during the round;
if an eyekin monk wishes to make a tentacle attack and use a flur-
ry of blows, all of her attacks take a -4 penalty. The slam inflicts
1d4 points of damage, plus one-half of the character’s Strength
modifier. In addition, the tentacles are tipped with eyes; as a re-
sult, the warrior can use the tentacles to peer around corners or ob-
stacles.
A character who wears loose clothing and wraps her tentacles
tightly around her body can still pass as a normal human. Howev-
er, she still receives a -2 to any Disguise check made to pass as a
member of another race (including human). This penalty stacks
with any other Disguise penalties from aberration features, with a Table 4-4: Aberrant Warrior Tentacle Powers and Costs
maximum total penalty of -8.
Tentacle Powers: As the aberrant warrior develops a Level VP Cost Tentacle Powers
stronger connection to the Void, she develops the ability to chan- 1 N/A None
nel its mystical energy through her tentacles. Instead of making a 2 N/A None
slam attack with her tentacles, she may make a touch attack in 3 N/A None
order to deliver a supernatural effect. Like the normal tentacle 4 N/A None
slam, this may be performed along with the character’s normal at- 5 1 daze
tacks at a -2 to the character’s basic attack bonus. The warrior 6 2 ray of enfeeblement
must expend vision points to generate the effect, and if the touch 7 4 touch of idiocy
attack fails these points are lost. As a supernatural effect, this does 8 4 hold person
not require any sort of concentration check or trigger an attack of 9 6 slow
opportunity, and it bypasses spell resistance. 10 8 vampiric touch
37

The powers that the character can use are listed on Table 4-4: EYE OF THE VOID
Aberrant Warrior Tentacle Powers and Costs. A warrior can use
any of the powers available at her level or below. The effects of (Beholder Prestige Class)
these powers are identical to the spells of the same name, except
that the range is touch (and in the case of hold person the effect The power of the beholder is derived from its spiritual con-
only affects a single target). The character’s aberrant warrior level nection to the enigmatic Void. As a beholder grows in age and
is used as the caster level of the spell. The basic Difficulty Class wisdom, it can strengthen this bond and increase the power of its
for a saving throw against a tentacle power is 10 + half the char- eye rays. This requires intense meditation and reflection, and as a
acter’s aberrant warrior level + her Charisma modifier. result these Eyes of the Void are most frequently found in the Do-
Tentacle Trip: By 7th level, an aberrant warrior has become minion of Revelations and the Dominion of Enigma. However,
adept at using her tentacles in combat. In place of a slam or touch while its mystical powers grow, its physical form slowly atrophies
attack, she may a trip attack with her tentacles, at the usual -2 to and withers away. Among more militaristic Dominions like the
her base attack bonus. This carries all of the usual dangers of mak- Poisoned Eye, the Eyes of the Void are strategists and sages, who
ing a trip attack. The warrior gets a -2 penalty on her Strength generally spend more time watching from the shadows than fight-
check for this action, as the tentacles do not possess her full ing on the front lines.
strength. The purpose of the eye of the void is to allow a gamemaster
Monastic Discipline: The aberrant warriors of the Final to create an older and more powerful beholder – an advanced sov-
Forge merge spiritual discipline and martial arts with the bizarre ereign with higher-level eyebeams, instead of one that simply has
physical prowess of the aberration. With the right training, a play- more hit points.
er character could choose to follow this path. As a result, a monk Hit Die: d4
can continue to progress in the monk class even after taking aber-
rant warrior levels. Requirements
To qualify to become an eye of the void a beholder must ful-
fill all of the following criteria:
Race: Beholder Sovereign
Base Will Save: +8
Wisdom: 16+
Special: A beholder can only take 1 level of eye of the void
for every 3 levels that it possesses. Thus, a beholder with 12 aber-
ration levels could only take 3 eye of the void levels.
Class Skills
The class skills (and the key ability for each skill) for an eye
Table 4-5: The Eye of the Void
Base Fort Ref Will Bonus Eye

Level Attack Bonus Save Save Save Ray Points Special
1 +0 +0 +0 +2 +10 Improved Caster Level
2 +0 +0 +0 +3 +10 Bonus Feat
3 +1 +1 +1 +3 +15 Eye Ray DC +1
4 +1 +1 +1 +4 +20 -2 Strength
5 +2 +1 +1 +4 +30 Bonus Feat
6 +2 +2 +2 +5 +40 Eye Ray DC +1
7 +3 +2 +2 +5 +60 -2 Constitution
8 +3 +2 +2 +6 +80 Bonus Feat
9 +4 +3 +3 +6 +120 Eye Ray DC +1
10 +4 +3 +3 +7 +160 -2 Strength
38

of the void are: Craft (Int), Decipher Script (Int), Knowledge (all
skills, taken individually), Search (Wis), Spellcraft (Int), Spot
(Wis).
Skill Points at Each Level: 4 + Int modifier
Class Features
All of the following are class features of the eye of the void.
Weapon and Armor Proficiency: An eye of the void does
not gain proficiency with any sort of armor or weaponry.
Eye Rays: Like a beholder cultist, an eye of the void devel-
ops new eyestalks as it develops a stronger connection to the Void.
At each level, the eye receives a certain number of points that can
be spent on acquiring additional eye rays (as indicated on Table 4-
5). Each new eye ray adds a new eyestalk. The cost of purchasing
an eye ray can be found on page 113. Any new eye ray must be
approved by the gamemaster and must stay in line with the gener-
al mood of the character’s Dominion and the typically offensive
nature of beholder eye rays. Points cannot be saved up; the eye
must purchase new rays immediately upon attaining a new level.
However, the eye can divide the points it receives at a level in
order to purchase multiple low-power rays.
While a high level eye of the void possesses more than 10
eyestalks, it must still follow the standard rules for using eye rays Combat with an Eye of the Void
in combat. Thus, it can only fire 3 rays into any firing arc, unless The eye of the void uses very similar combat tactics to the
it possesses the Improved Firing Arcs feat. In addition, it can only standard sovereign. The principle difference is in the number of
fire a maximum of 10 eye rays straight up; this limit is increased eye rays available and the improved DC of the rays. From the per-
by 1 each time the beholder takes the Improved Firing Arcs feat. spective of tactics, the eye of the void is simply a sovereign who
Improved Caster Level: The eyebeams of a typical behold- can deal with higher-level characters, and combat should be run
er sovereign are considered to be cast by a 14th level sorcerer. An accordingly.
eye of the void adds its class level to this caster level. The eye rays
of a 6th level eye of the void have an effective caster level of 20. JUGGERNAUT
Bonus Feats: An eye of the void devotes itself to the study of
arcane mysteries. At each of these levels, it may choose one of the (Beholder Prestige Class)
following feats: Absorb Spell Energy, Blindvision, Enlarge Eye
Ray, Extend Eye Ray, Focused Eye, Inner Eyelid, Maximize Eye A beholder is in essence a living weapon, capable of unleash-
Ray, or Visions of the Void. The beholder must meet the prerequi- ing a barrage of mystical firepower upon its enemies. But this in-
sites of any feat that it wishes to take. herent power is not enough for some beholders. Within many Do-
Eye Ray DC: An eye of the void’s class level is added to its minions, elite corps of sovereigns, gauths, and besiegers undergo
hit dice for purposes of determining the base saving throw DC for intense martial training. Some fine-tune their skill with their dead-
its eye rays. However, due to its close connection to the Void, its ly eye rays, while others dedicate themselves to melee combat;
power is even greater than level and hit dice would normally these beholders often act as shock troops in large-scale conflicts
allow. At each of these levels, the base DC of eye ray saving between beholders, where the use of antimagic fields can limit the
throws is increased by 1. use of eye rays.
Ability Modifications: As the beholder grows closer to the Hit Die: d10
Void, its physical form begins to atrophy. At 4th and 10th levels
the beholder permanently loses 2 points of Strength; at 7th level it Requirements
loses 2 points of Constitution. However, these modifications can- To qualify to become a juggernaut a character must fulfill all
not reduce an ability score below 1. of the following criteria:
Race: Beholder (any)
39

Base Attack Bonus: +7
Strength: 15+
Class Skills
The class skills (and the key ability for each skill) for jug-
gernauts are: Intimidate (Cha), Hide (Dex), Knowledge (tactics)
(Int), Listen (Wis), Search (Wis), Spot (Wis), Swim (Str).
Skill Points at Each Level: 2 + Int modifier
Class Features
All of the following are class features of the juggernaut.
Weapon and Armor Proficiency: A juggernaut is proficient
with the use of the beholder armor and weapons described in
Chapter Five, along with any similar weapons designed to be used
by beholders.
Eye Ray Saving Throws: A juggernaut adds its class level to
its hit dice to determine the DC of saving throws for its eye rays.
Eye Ray Range: By learning to draw more deeply on the
power of the Void, a juggernaut learns to increase the range of its
eye rays – a crucial tool in a battle against other beholders. This
modifier is added to the basic range of the beholder’s eye rays, but
not the power of its central eye (if it has a central eye). This bonus
is added in before modifiers like Farsighted, Nearsighted, or En-
large Eye Ray are taken into account.
Ramming Blow: One of the first tactics a juggernaut learns
is to use its strength and size to maximum advantage when charg-
ing a foe. When a juggernaut performs a bull rush, it receives a +4
bonus to the opposed Strength check.
Bonus Feats: A juggernaut devotes its energy to martial
training. At each of these levels, it may choose one of the follow-
ing feats: Dodge, Enlarge Eye Ray, Faster Flight, Frenzied Bite,
Improved Bull Rush, Improved Firing Arcs, Improved Flight,
Inner Eyelid, Mobility, Point Blank Shot, Power Attack, Precise
Shot, Razor Fangs, Weapon Focus (bite), or Weapon Focus (ray).
Table 4-6: The Juggernaut
Base Fort Ref Will Eye Ray

Level Attack Bonus Save Save Save Range Special
1 +1 +2 +0 +0 +20 feet Ramming Blow
2 +2 +3 +0 +0 +20 feet Bonus Feat
3 +3 +3 +1 +1 +40 feet
4 +4 +4 +1 +1 +40 feet Bonus Feat
5 +5 +4 +1 +1 +50 feet
6 +6 +2 +0 +0 +50 feet Bonus Feat
7 +7 +3 +0 +0 +60 feet
8 +8 +3 +1 +1 +60 feet Bonus Feat
9 +9 +4 +1 +1 +70 feet
10 +10 +4 +1 +1 +70 feet Bonus Feat
40

Combat with a Juggernaut ally using its Ramming Blow ability. The best way to use this
This class can be an advancement on any beholder variant, class in combat is to keep it constantly moving, charging the char-
but most often it will be used to make sovereigns more of a threat acters, attacking them, and firing eye rays when it has the perfect
for high-level parties. Its armor and weaponry make it more like- angle. With a heavily armored juggernaut, don’t be afraid to place
ly to enter melee combat, while its advanced range makes it more it right in the center of the party. It can’t be flanked, and it has an
capable of sitting back and attacking adventurers from a distance. advantage if it can get the party divided evenly between the four
The juggernaut will initiate combat at the farthest extreme of its firing arcs.
range, but then it will close on the party as quickly as it can, usu-
Beholder and Eyekin Feats
Feat Prerequisite Benefit

Absorb Spell Energy Beholder or Eyekin Blood +5 to save vs. duplicated effects
Armor Proficiency (Beholder) Beholder No armor check penalty on attack rolls
Blindvision Beholder or Synesthetic Vision Blindsight
Blink Attack Beholder, Weapon Focus (ray) Cancel antimagic cone momentarily
Eyekin Aberration Eyekin Blood Creature type set to aberration
Buoyant Blood Eyekin Aberration 1 VP for Jump bonus, feather fall
Gaping Maw Eyekin Aberration 1d6 bite attack
Hide of the Beholder Eyekin Aberration Improved natural AC
Lidless Eyes Eyekin Aberration Does not sleep
Loss of Breath Eyekin Aberration, Strange Appetites Does not breathe
Strange Appetites Eyekin Aberration Does not eat
Synesthetic Vision Eyekin Aberration +3 Listen, difficult to deafen
Eyekin Blood Only acquired as class or racial ability Considered to be eyekin
Farsighted Beholder or Eyekin Aberration -1 ray DC, +1/3 range
Faster Flight Beholder, Improved Flight +10 ft. flight speed
Focused Eye Beholder or Eyekin Blood +2 to specific ray/beam DC
Frenzied Bite Beholder, Weapon Focus (bite) May make multiple bite attacks
Improved Firing Arcs Beholder +1 ray attack per arc
Improved Flight Beholder, Mobility Perfect aerial maneuverability
Inner Eyelid Beholder May alter antimagic cone
Nearsighted Beholder or Eyekin Aberration +1 ray DC, 1/3 range
Razor Fangs Beholder, Str 13+, Weapon Focus (bite) Increased bite damage
Tentacle Reach Aberrant warrior 4th level 10 foot tentacle reach
Tentacle Strength Aberrant warrior 4th level 1d6 slam damage
Visions of the Void Blindvision, Eye of the Void 3rd level detect magic vision
Void Conduit Eyekin Blood 1 vision point/level
ABSORB SPELL ENERGY (SPECIAL) to resist any spell or spell-like ability that duplicates the effects of
A beholder is a living conduit for mystical energy. A behold- any of its eye rays or eyebeams.
er or eyekin that has developed a strong connection to the Void de-
velops a natural immunity to the powers that it channels – both the ARMOR PROFICIENCY (BEHOLDER) (GENERAL)
eye rays of beholders and spells that mimics their effects. The beholder is proficient in the use of the three styles of
Prerequisites: Beholder or Eyekin Blood armor described in Chapter Five.
Benefit: The beholder or eyekin receives +5 inherent bonus Prerequisites: Beholder
41

Benefit: The armor check penalty is only applied to Balance, maximums on jumping distance are ignored. The character may
Climb, Escape Artist, Hide, Jump, Move Silently, Pick Pocket, expend 2 vision points to gain the benefits of feather fall for a sin-
and Tumble checks (not that many beholders use Pick Pocket or gle round. In both cases, use of the feat is a free action.
Tumble on a regular basis…).
Normal: The armor check penalty is applied to attack rolls EYEKIN ABERRATION (SPECIAL)
and to any skill check involving movement. The power of the Void lies within the blood of the eyekin, but
Special: Juggernauts receive this feat for free at first level. it is largely latent; aside from an extra eye here and there, most
eyekin are biologically similar to normal humans. But as the char-
BLINDVISION (SPECIAL) acter grows closer to the Void, his anatomy begins to shift and
A beholder possesses a synesthetic sense that allows it to ac- change.
tually see sounds. In a few beholders and eyekin aberrations this Prerequisites: Eyekin Blood
continues to evolve, combining the character’s senses into a Benefit: The character’s creature type is changed to aberra-
bizarre form of vision. Merging sight, smell, and even aspects of tion. If he did not possess it before, he gains darkvision with a
taste and touch, this allows a beholder to perceive many things range of 60 feet.
that could not be seen with normal eyesight. Special: An eyekin character with this feat loses his normal
Prerequisites: Beholder or Synesthetic Vision racial bonus to Disguise.
Benefit: The character gains blindsight with a range of 60
feet. EYEKIN BLOOD (SPECIAL)
Generations of contact with the residual energies of the Void
BLINK ATTACK (GENERAL) have transformed the Eyekin into something less than human. A
For most beholders, opening and closing the central eye is a human or demihuman who joins a beholder cult may become
slow process. Beholder juggernauts that specialize in ranged com- tainted by the same force. While this does not provide a character
bat learn to open and shut the central eye on a moment’s notice, with the unique physiology of an eyekin, it is the stepping stone
allowing them to shut the eye just long enough to make an eye ray for future mutations.
attack against an enemy to the front, then opening it and restoring Prerequisites: This feat can only be obtained as a racial or
the protection of the antimagic cone. class ability.
Prerequisites: Beholder Sovereign, Weapon Focus (ray) Benefit: For all special abilities and effects, the character is
Benefit: A beholder sovereign can deactivate its antimagic considered to be an eyekin. A beholder cultist must possess this
cone just long enough to use eye rays in its forward firing arc. The feat in order to obtain eyebeam abilities and vision points.
beholder blinks just before it makes its eye ray attacks, reopening
its eye as soon as the attacks are completed. While this is very use- FARSIGHTED (SPECIAL)
ful to the beholder, it does provide a window of opportunity for This mutation affects the eyestalks of a beholder. Its eye rays
opposing spellcasters. A character with a readied action may at- have a longer range than those of others of its kind, but the beams
tempt to cast a spell or use a magic item the moment the behold- are slightly weaker than usual.
er blinks. The character must make an opposed Initiative check Prerequisites: Beholder or Eyekin Aberration
against the beholder. If he is successful, he acts during the blink. Benefit: The range of the character’s eye rays or eyebeams is
If he fails, he misses the window and his action is lost. increased by one-third. However, the DC to save against the effect
Normal: A beholder sovereign must choose whether its cen- is reduced by 1.
tral eye is open or closed once during its turn, and it remains in Special: This feat does not affect a beholder’s central eye.
this state until the beholder’s next action.
FASTER FLIGHT (SPECIAL)
BUOYANT BLOOD (SPECIAL) The beholder’s power of flight is based on the unearthly fluid
The bizarre liquid that flows through the veins of a beholder that runs through its veins. By learning to control and concentrate
is the source of the creature’s power of flight. Some eyekin can the flow of its bizarre blood, a beholder can increase the speed
temporarily activate this mystical power within their own blood, with which it can move.
allowing a character to briefly ignore the force of gravity. Prerequisites: Beholder, Improved Flight
Prerequisites: Eyekin Aberration Benefit: The character’s flight speed is increased by 10 feet.
Benefit: The character may expend 1 vision point to gain a Normal: A sovereign has a base flight speed of 20 ft.
+15 bonus to one Jump check. When using this ability, the usual
42

FOCUSED EYE (GENERAL) the physical characteristics of his beholder masters. At some point
By meditating and developing its connection to the Void, a the character’s skin will begin to take on the same texture as that
beholder or a beholder cultist can enhance its ability to channel a of the beholder of his associated Dominion. He may grow tough
specific type of energy. scales, or his skin may become leathery or as tough as old wood.
Prerequisites: Beholder or Eyekin Blood This does not affect the character’s Charisma score; in fact, it may
Benefit: Add +2 to the Difficulty Class of the saving throw increase his standing among eyekin or beholder cultists. But it
of one eye ray or eyebeam. If an eye of the void possesses multi- will make it more difficult for him to pass as human.
ple eyestalks that can produce the same ray, it receives the DC Prerequisites: Eyekin Aberration
bonus for each of them. Benefit: The character gains a +1 natural AC bonus. He gains
an additional +1 bonus for every three aberrant warrior levels or
FRENZIED BITE (GENERAL) every five beholder cultist levels that he possesses, with a maxi-
While the main strength of the beholder is its magical eye mum total bonus of +6 to AC.
rays, these rays cannot penetrate the antimagic field of another be- Special: As the character’s flesh takes on the texture of the
holder. Many of the Dominions frequently battle other beholders; beholder, it becomes increasingly more difficult to pass as human.
as a result, beholder juggernauts often develop their combat skills Apply the natural AC bonus as a racial penalty to all Disguise
with their natural weaponry, learning to bite and tear as quickly as checks to pass as a member of another race. This penalty stacks
possible. with any other disguise penalties from aberration features, with a
Prerequisites: Beholder, Weapon Focus (bite) maximum total penalty of -8.
Benefit: If the beholder takes a full attack action, it may
strike multiple times with its bite attack. This uses the standard IMPROVED FIRING ARCS (SPECIAL)
rules for multiple attacks based on the basic attack bonus of the A beholder is a living war machine. But its power is restrict-
beholder, so a beholder with a BAB of +11 would make three ated by the relatively small number of eyestalks that can fire into a
tacks with a bonus of +11/+6/+1. specific area of the battlefield. In most cases, this is not a physio-
logical restriction as much as a psychological one. As discussed in
GAPING MAW (SPECIAL) Chapter One, every eyestalk operates using its own autonomous
Once a character possesses the trait Eyekin Aberration, he intelligence. When too many eyestalks attempt to perform the
may develop a wide range of bizarre physical features. One com- same task, it results in neural overload and confusion. A beholder
mon mutation is the development of powerful, oversized jaw mus- with a high Intelligence score – representing a central eye with
cles; the character’s human teeth then fall out and are replaced by greater control and integration of its components – can direct
rows of needle-like fangs. more eyestalks to fire into a specific area.
Prerequisites: Eyekin Aberration Prerequisites: Beholder, Intelligence 15+
Benefit: The character gains a natural weapon with a base Benefit: The maximum number of eyestalks that the behold-
damage of 1d6 (1d4 for Small characters). If the character has 5 er can aim into a particular firing arc is increased by one.
or more levels in the aberrant warrior class, this damage increas- Normal: A beholder can only aim three of its eye rays into a
es to 1d8 (1d6 for Small characters). A character with Gaping single firing arc.
Maw may only make a single attack per round with his bite, even Special: A beholder can take this feat multiple times.
if his basic attack bonus would normally allow multiple attacks. If
he uses the bite as a secondary attack, he takes a -5 penalty to his IMPROVED FLIGHT (SPECIAL)
BAB for the bite itself, but does not suffer a penalty to the other A beholder who devotes its energy to the study of aerial ma-
attacks that he makes during the round. neuvers and the control of its own bizarre fluid mechanics can
Special: Oversized jaws and vicious teeth are difficult to gain tremendous control over its power of flight. A sovereign be-
hide. The character takes a -2 racial penalty to all Disguise checks holder with this feat can rotate in place and move directly in any
to pass as a member of another race. When the damage increases direction without leading with its central eye.
to 1d6/1d8, the Disguise penalty increases to -4. This penalty Prerequisites: Beholder, Mobility
stacks with any other disguise penalties from aberration features, Benefit: The flight maneuverability class of the beholder is
with a maximum total penalty of -8. improved by one category – poor to average, average to good, or
good to perfect.
HIDE OF THE BEHOLDER (SPECIAL) Normal: A sovereign beholder has a flight maneuverability
As an eyekin aberration grows closer to the Void, he develops class of good.
43

INNER EYELID (SPECIAL) NEARSIGHTED (SPECIAL)
Certain beholders develop a second eyelid attached to the This is a mutation that affects the eyestalks of a beholder or
central eye. This inner eyelid allows a beholder to narrow the eyekin aberration. The result is that the power of the eye rays is
focus of its antimagic field, allowing an increased ability to em- increased, but this comes at the expense of range.
ploy its eye rays while containing hostile spellcasters. Prerequisites: Beholder or Eyekin Aberration
Prerequisites: Beholder, ability to produce antimagic field Benefit: The range of the character’s eye rays or eyebeams is
Benefit: The beholder can alter the area of its antimagic field. reduced to one-third the usual distance. However, the DC to save
This can vary from a 90 degree cone to a 5-foot wide line. The against the effect is increased by 1.
field always has a range of 150 feet and is centered directly in Special: This feat does not affect the power of a beholder’s
front of the beholder. central eye.
Normal: The antimagic field of a sovereign beholder fills a
90 degree arc directly in front of the beholder. RAZOR FANGS (SPECIAL)
A beholder bite attack is relatively trivial when compared to
LIDLESS EYES (SPECIAL) the deadly firepower of its eye rays. But melee combat has its
Beholders are sustained by the energy of the Void, and as a re- uses, and there are those among the Dominion of the Poisoned
sult do not sleep. As an eyekin aberration grows closer to the Void, Eye and the First Dominion who perform exercises to develop
she taps into this power and loses the need and ability to sleep. their jaw muscles and strengthen their teeth, resulting in a more
Prerequisites: Eyekin Aberration powerful bite.
Benefit: The character does not sleep and is immune to all Prerequisites: Beholder, Str 13+, Weapon Focus (bite)
sleep spells or effects. She must meditate for 8 hours to prepare or Benefit: The bite damage of the beholder is increased by one
regain arcane spells, psionic energy, or restricted spell-like abili- die type (2d4 to 2d6, 2d6 to 2d8, 2d8 to 2d10). If the beholder is
ties. using a set of battle jaws, it receives a +2 bonus to damage. This
Special: While an eyekin with this feet does not literally have feat can only be taken once.
lidless eyes, she develops the same transparent membrane over
the eyes on her face that she has on the eyes across the rest of her STRANGE APPETITES (SPECIAL)
body, and as a result she never blinks unless she does so inten- Beholders do not eat solid matter; they are sustained by the
tionally. Further, her eyes become larger, bulging slightly from the energy of the Void itself. An eyekin aberration may develop this
sockets. This results in a -1 racial penalty to any Disguise check trait. Such a character no longer needs to eat or drink. The char-
to pass as a member of another race. This penalty stacks with any acter can, however, still benefit from the effects of magical po-
other Disguise penalties from aberration features, with a maxi- tions. Some eyekin develop odd psychological appetites to replace
mum total penalty of -8. their physical cravings – replacing the desire for food with an ob-
session with a field of study, form of competition, or even a style
LOSS OF BREATH (SPECIAL) of art or fashion.
As an eyekin grows closer to the Void, his biology is twisted Prerequisites: Eyekin Aberration
and warped, becoming more and more like the beholders that he Benefit: The character does not need to eat or sleep. She is
reveres. Over time his internal organs are replaced by solid flesh, immune to the effects of starvation and dehydration.
and the energy of the Void itself sustains his life. One of the most Special: A character with this feat typically develops a sick-
extreme mutations that can occur is the loss of the need to breathe; ly complexion and an emaciated appearance, resulting in a -1
the eyekin’s lungs atrophy and his circulatory system becomes racial penalty to any Disguise check to pass as a member of an-
completely self contained. other race. This penalty stacks with any other Disguise penalties
Prerequisites: Eyekin Aberration, Strange Appetites from aberration features, with a maximum total penalty of -8.
Benefit: The character does not need to breathe. He is im-
mune to inhaled poisons and diseases, and cannot drown. SYNESTHETIC VISION (SPECIAL)
Special: The mutation slightly twists the shape of the charac- As an eyekin grows closer to the Void, she begins to see the
ter’s upper torso and ribcage. This results in a -1 racial penalty to world in a new way. Many eyekin aberrations develop the be-
any Disguise check to pass as a member of another race. This holder’s unnatural ability to see sounds. However, the eyekin does
penalty stacks with any other Disguise penalties from aberration not lose her normal sense of hearing; this gives her an additional
features, with a maximum total penalty of -8. chance to notice sounds that she might otherwise miss.
Prerequisites: Eyekin Aberration
44

Benefit: An eyekin aberration with this feat receives a +3 this feat is linked to sight, the character cannot sense magical en-
bonus to Listen checks. As she can still hear through mundane ergy through walls or other physical barriers.
methods, she does not lose her sense of hearing unless she is under
the effect of both the blinded and deafened conditions. VOID CONDUIT (SPECIAL)
Special: This mutation alters the color of a character’s eyes. Beholders effortlessly channel the energy of the Void, and can
The precise shade varies based on her associated Dominion, but use their eye rays at will. However, a humanoid who develops a
they seem to glow; if she is trying to conceal her inhuman nature, connection to the Void finds the use of its energy to be a strain on
the character will generally want to avoid direct eye contact. This body and soul. A character with this feat has a greater ability to
results in a -1 racial penalty to any Disguise check to pass as a make use of the supernatural powers of the beholder cultist and
member of another race. This penalty stacks with any other Dis- the aberrant warrior.
guise penalties from aberration features, with a maximum total Prerequisites: Eyekin Blood
penalty of -8. Benefit: A character with this feat gains additional vision
points equal to her character level. She gains one additional vision
TENTACLE REACH (SPECIAL) point with each new level that she gains, regardless of class.
The tentacles of the aberrant warrior defy all normal laws of
anatomy. If the warrior possesses this feat, she can extend her ten-
tacles out to a maximum distance of ten feet. She can retract her
Metamagic Feats and
tentacles to their normal length when she wishes to; the addition- Beholder Eye Rays
al mass is stored within her chest cavity.
Prerequisites: Skirmisher Tentacles (aberrant warrior class The powers of the beholder are magical in nature, and a be-
ability) holder can learn to manipulate these abilities just as a sorcerer can
Benefit: Any slam, touch, or trip attacks granted by the aber- adjust the power of his spells. A beholder can purchase metamagic
rant warrior’s class level and tentacles can now be used at a dis- feats tied to its eye rays; these are identical to the standard metam-
tance of up to 10 feet. She takes no penalty for attacking adjacent agic feats, only they affect the eye rays instead of any spells that the
targets. creature can cast. The following feats are available: Empower Eye
Ray, Enlarge Eye Ray, Extend Eye Ray, and Maximize Eye Ray.
TENTACLE STRENGTH (SPECIAL) Since eye rays have no concept of “spell slot,” a metamagic
With exercise and experience, an aberrant warrior can in- feat that would increase the spell slot instead reduces the saving
crease the strength of her tentacles. throw DC of the beam, lowering the DC by 1 point for each spell
Prerequisites: Skirmisher Tentacles (aberrant warrior class slot increase required by the feat.
ability) Example: A beholder wants to use Maximize Eye Ray with its
Benefit: This increases the base damage of a tentacle slam at- Inflict Moderate Wounds ray. The Maximize metamagic feat nor-
tack to 1d6. In addition, it removes the -2 penalty to Strength mally requires a spell to use a spell slot 3 levels higher than usual.
checks for tentacle trip attacks, and gives the character a +2 bonus Instead, the saving throw DC of the eye ray is reduced by 3 points,
to Dexterity checks to perform actions with her tentacles. from 18 to 15.
With this said, there are limits on the flexibility of different
VISIONS OF THE VOID (SPECIAL) beams. Eye rays that mimic lower-level spells are far more versa-
Among the Dominions of Revelations and Enigma, there are tile than the powerful beams like finger of death. The following
a handful of beholders whose synesthetic senses are so refined table shows the flexibility of an eye ray based on its level.
that they can actually see the emanations of magic.
Prerequisites: Blindvision feat, 10 ranks of Spellcraft, 10 Level Max. Save Examples
ranks of Knowledge (arcana) of Effect Modifier
Benefit: A creature that possesses this feat can see the flow of 1 -6 (i.e., 6 spell slots) charm person, sleep
magical energy. Effectively, the creature scans everything in its 2 -5 inflict moderate wounds
field of vision with detect magic. This only reveals the presence 3 -4 slow
of magic, as if the character had used detect magic for one round. 4 -3 charm monster, fear
However, the viewer can focus its attention on a single object or 5 -2 telekinesis
creature for multiple rounds to gain additional information; this 6 -1 disintegrate, flesh to stone
has the same effect as using detect magic for multiple rounds. As 7+ No modification finger of death
45

The principle behind this system is that all beholders inherently possess Heighten Eye Ray and use it to raise their eye rays to the
maximum level possible, which is why all beholder eye rays use the same saving throw. A beholder that possesses other metamagic
feats can choose to sacrifice the enhanced saving throws for other benefits.
Metamagic Feats and

Cultist Eyebeams
Just as beholders can purchase metamagic feats for use with their eye rays, cultists can obtain metamagic feats that enhance their
eyebeams. A cultist can obtain any of the following feats: Empower Eyebeam, Enlarge Eyebeam, Extend Eyebeam, Maximize Eye-
beam, and Quicken Eyebeam. The amount that would normally be added to the spell slot value is added to the effective level of the
eye ray for purposes of determining its vision point cost (as shown on page 35). A cultist cannot use the feat if it would push the ray
level above the level he can normally use.
Example: Scythyn is a 7th level beholder cultist. He has 28 vision points, and a selection of eye rays ranging from 1st to 4th level.
He uses Maximize Eyebeam on his inflict light wounds eye ray. This has a +3 spell slot modifier, so it increases the 1st level eye ray
to 4th level for purposes of determining vision point cost – raising the cost from 2 to 8 points. He cannot use Maximize Eyebeam with
his inflict moderate wounds eyebeam, because he does not have a 5th level eye ray.
Table 5-1: Exotic Weapons – Melee
Weapon Damage Critical Type

Ramming Spikes (large) 2d4 x2 Bludgeoning/Piercing
Ramming Spikes (huge) 2d6 x2 Bludgeoning/piercing
Razorjaws (large) 2d6 x2 Piercing
Razorjaws (huge) 2d8 x2 Piercing
Tentacle Hooks (Aberrant Warrior) 1d6 x2 Slashing
Tentacle Hooks (Skirmisher) 2d8 x2 Slashing
Table 5-2: Armor
Armor Maximum Armor Speed

Armor Bonus Dex Bonus Check Penalty (40 ft.) (30 ft.) (20 ft.)
Beholder Armor
Battle harness +3 +5 -1 40 ft. 30 ft. 20 ft.
Steel shroud +5 +2 -3 35 ft. 25 ft. 20 ft.*
Juggernaut plate +8 +1 -5 30 ft. 20 ft. 15 ft.
Light Armor (Eyekin)

Leather eyeband +1** +7 0 40 ft. 30 ft. 20 ft.
Studded eyeband +2** +6 0 40 ft. 30 ft. 20 ft.
Chain Veil +3** +5 -1 30 ft. 30 ft. 20 ft.
* When a beholder with a base speed of 20 ft. “runs” in a steel shroud, in only triples its speed.
** Armor bonus reduced by 1 against piercing weapons.
46

Chapter Five
Beholder Equipment
“Take cover!” Saryn hissed, shoving me towards a stand of ic weapons, and among beholders only the juggernaut class is im-
stalagmites. When I turned to demand an explanation she had mediately familiar with their use. As these weapons are specifi-
vanished, already hidden among the stones and rubble that lit- cally designed for a beholder’s unusual anatomy, they cannot be
tered the cavern floor. I didn’t know what was going on, but pru- used by characters of other species. It would be very unusual to
dence seemed the wisest course of action. I ducked behind the sta- find any of these weapons for sale in a humanoid city.
lagmites – and not a moment too soon.
Seconds later, a beholder came drifting around the corner. By Ramming Spikes
now I was becoming almost comfortable with these alien crea- Beholder juggernauts enjoy slamming into enemies, using
tures, but this one was quite different from Lord Ixthaliik. At first bull rush attacks to scatter opponents so the beholder’s eye rays
I almost thought I was looking at some sort of golem, but then I can be put to good use. A set of ramming spikes is a leather har-
realized that it was a beholder wearing armor! It was as if it was ness reinforced with metal plates and studded with long steel
wearing an enormous helmet fashioned from overlapping plates spikes. Aside from its disturbing appearance, this allows the be-
of black-enameled steel. Studying this bizarre spectacle, I saw holder to inflict damage when it strikes a target with a bull rush
that its ‘chin’ was unarmored, allowing enough jaw movement for attack; the victim suffers the listed amount of damage (plus the
the beholder to bite its foes. That’s when I noticed its mouth – and beholder’s Strength modifier) in addition to the usual effects of
the vicious row of razor-sharp daggers within. the bull rush.
Ramming spikes can be integrated into any type of beholder
Most adventurers think of the beholder as a monster – a beast armor. Simply add 250 gp to the cost of any Large suit of armor,
that relies entirely on its natural armor and weapons in combat. or 500 gp to the cost of any Huge suit.
Often, this is the case; the power of the beholder’s eye rays is usu- Market Price: 200 gp (large), 400 gp (huge); Weight: 30
ally sufficient to overcome most foes. But beholders are intelli- lbs. (large), 75 lbs. (huge)
gent and sophisticated creatures; they build cities and gather
wealth. It should come as little surprise that they will also create Razorjaws
weapons and tools to overcome truly dangerous encounters. The beholder’s natural bite attack just doesn’t match the
The greatest limitation that a beholder has to deal with is its power of a warrior with a great sword – and on top of that, you
lack of hands. This makes it difficult both to create and to use can’t get a set of vorpal teeth. Razorjaws are designed to alleviate
most types of equipment. However, most Dominions have sizable this problem. A set of razorjaws is a hinged contraption of leather
slave populations, and eyekin craftsmen are often the most privi- and steel designed to fit over a beholder’s natural teeth. These
leged members of this humanoid underclass. Weapons, armor, dentures from hell are line with two rows of razor-sharp blades,
magic items and more are produced by talented eyekin and enhancing the damage of the beholder’s bite and making it quite a
charmed human artisans. This chapter presents a variety of types fearsome sight to see.
of equipment designed for use by beholders and their servants. Market Price: 120 gp (large), 240 gp (huge); Weight: 16
lbs. (large), 40 lbs. (huge)
Weapons Tentacle Hooks (aberrant warrior)
At 4th level, an aberrant warrior develops a pair of eye-tipped
While most sovereigns are content to rely on the power of tentacles. She can use these tentacles in battle, lashing her ene-
their eye rays, when beholders plan to fight other Dominions or mies with a slam attack, but the damage is relatively limited. Ten-
creatures capable of resisting their rays, they may resort to physi- tacle hooks are leather sleeves buckled at both ends; the sleeve is
cal weaponry. The sovereign’s bite is not an especially powerful attached to the tentacle, covering a foot-long area just below the
attack, and a variety of weapons have been designed to supple- eye. A row of curved, 2 inch metal blades are set into the sleeve.
ment its abilities. All of these weapons are considered to be exot- These barbs allow the warrior to make a vicious slashing attack in
47

place of her normal slam. While wearing tentacle hooks, an aber- Proficiency (light). Since the purpose of eyeband armor is to ex-
rant warrior takes a -3 circumstance penalty on Dexterity checks pose the eyes on the wearer’s torso, the inhuman nature of an eye-
that she makes to perform delicate actions with her tentacles, but kin wearer this armor will be obvious to any observer.
she gains a +2 circumstance bonus to Climb checks, as she can use
the hooks to latch onto the surface she is climbing. Battle Harness
A character with the Tentacle Strength feat inflicts an addi- This is the lightest form of beholder armor. Panels of studded
tional 2 points of damage when using tentacle hooks. An aberrant leather are bound to the body of the beholder by a complex har-
warrior automatically gains proficiency with tentacle hooks at 4th ness designed to leave the creature’s eyestalks and mouth free to
level. move. It has no effect on the speed of the wearer and only a min-
Market Price: 20 gp; Weight: 5 lbs. imal effect on the beholder’s mobility. While it is covered by the
Armor Proficiency (beholder) feat, a battle harness is considered
Tentacle Hooks (skirmisher) to be light armor.
Similar to the tentacle hooks of the aberrant warrior, these are Market Price: 60 gp (large), 120 gp (huge); Weight: 40
designed for the striking tentacles of the beholder skirmisher. lbs. (large), 100 lbs. (huge)
Market Price: 40 gp; Weight: 10 lbs.
Chain Veil
This is the strongest form of armor that an eyekin warrior can
Armor wear and still maintain his all-around vision. In principle it is sim-
ilar to a chainmail shirt, but the links are unusually large; the
Beholders generally dislike armor. A beholder requires the as- wearer’s additional eyes can actually peer out through the links.
sistance of multiple slaves to arm itself, and it likewise needs help While the armor provides adequate protection against slashing
to remove the armor after battle, something that grates on the and bludgeoning weapons, its AC bonus is reduced by 1 for pur-
pride of the typical sovereign. Most tyrants prefer to avoid melee poses of attacks that deal piercing damage. For purposes of item
combat, trusting in the power of their eye rays to keep enemies at creation this armor is considered to be a masterwork item, but it
bay. But juggernaut warriors who would intend to charge into the does not receive any additional armor check penalty reduction. A
fray require a little more protection against their enemies. In ad- chain veil carries a 15% arcane spell failure chance.
dition, enchanted armor or plate fashioned from eyebane ore (de- Market Price: 250 gp; Weight: 20 lbs.
scribed below) can turn the tide in a close conflict. By default,
only juggernauts are familiar with beholder armor, but occasion- Juggernaut Plate
ally a civilian sovereign will decide that the best offense is a good A beholder in this heavy armor is an impressive sight. The be-
defense. holder is covered in thick, overlapping steel plates. This armor
While the different Dominions have unique styles and de- often includes a visor to shield the central eye; this uses a metal
signs, functionally beholder armor falls into one of three cate- grate that protects the eye from direct blows while still allowing
gories. Needless to say, this armor is designed for the physiology the beholder’s central eyebeam to perform at full strength. Anoth-
of a beholder and cannot be worn by any sort of humanoid crea- er common feature is a dome at the top of the armor to shelter the
ture. When wearing armor a beholder suffers all of the usual ben- beholder’s eyestalks. The dome has ten holes for the eyestalks; the
efits and penalties, including the armor check penalty to appropri- wearer can extend and expose the stalks for maximum flexibility,
ate checks, a possible reduction in flight speed, and a limitation on but while retracted the beholder can still see and fire in all direc-
the maximum Dexterity bonus to AC that the beholder can gain tions. While a beholder has its eyestalks retracted, it can only use
while wearing the armor. a maximum of three eyebeams in any firing arc, even if it pos-
As beholders cannot cast spells requiring somatic compo- sesses the Improved Firing Arcs feat.
nents, beholder armor does not possess an arcane spell failure rat- A beholder wearing juggernaut plate receives a +2 circum-
ing. stance bonus to any Strength check it makes while performing a
This section also provides details on specialized armor creat- bull rush attack. Juggernaut plate often incorporates ramming
ed for eyekin warriors. Eyeband armor is designed to allow an spikes to facilitate this style of combat.
eyekin to utilize her all-around vision while still providing some While it is covered by the Armor Proficiency (beholder) feat,
level of protection. Other humanoid creatures could certainly juggernaut plate is considered to be heavy armor. Adamantine jug-
wear these styles of armor, but there would be little advantage to gernaut plate gets a +3 enhancement bonus to AC, while eyebane
be gained from it. All three styles of armor are covered by Armor juggernaut plate provides a +3 bonus to saving throws vs. rays.
48

Market Price: 3,200 gp (large), 6,400 gp (huge); Weight: rior sprouts tentacles from her back. Any armor these characters
100 lbs. (large), 250 lbs. (huge) wear must be designed to accommodate these unusual features. In
the case of a low-level cultist, this requires a special helmet; for
Leather Eyeband those with body tentacles and eyestalks, any sort of armor must be
This is an elaborate harness formed from interlaced straps of adapted. This increases the cost of the item by 10%. It has no ef-
leather. It provides minimal protection while providing gaps for fect on the weight or protective value of the item; the gaps for the
eyes on the wearer’s torso, allowing an eyekin to take advantage stalks are relatively small and out of the way.
of her all-around vision. However, due to these gaps, its AC bonus
is reduced by 1 against any attack that inflicts piercing damage – Breakaway Armor
making it useless unless it has been enchanted. For purposes of There are times when enhanced vision is more important than
item creation eyeband armor is considered to be a masterwork physical protection. Eyekin artisans have developed a number of
item, but it does not receive any additional armor check penalty harness systems that allow a character to quickly shed armor off
reduction. Leather eyeband armor has a 5% arcane spell failure of his torso, providing an eyekin with access to his all-around vi-
chance. sion ability. The torso of breakaway armor can be removed in a
Market Price: 160 gp; Weight: 10 lbs. single full round action. However, it takes twice as long as usual
to don the armor, as the wearer needs to set up the complex net-
Steel Shroud work of straps. Breakaway armor is considered to be a master-
This style of armor is fundamentally a chainmail veil draped work item, but does not gain any bonus to the armor check penal-
over the beholder and held in place by a leather harness. This is a ty.
fairly simply form of armor, and it is commonly used by sects that Market Price: Increase base cost by 200 gp; Weight: In-
have not devoted the resources to developing juggernaut plate. crease base weight by 2 lbs.
While covered by the Armor Proficiency (beholder) feat, a steel
shroud is considered to be medium armor. Eyebane Alloy
Market Price: 320 gp (large), 640 gp (huge); Weight: 80 Beholder eye rays are just as deadly to the tyrants as they are
lbs. (large), 200 lbs. (huge) to other creatures. Without the protection of its antimagic cone, a
sovereign is extremely vulnerable to the finger of death or disin-
Studded Eyeband tegrate rays of other beholders. The Dominion of the Eternal Vigil
This is similar to leather eyeband armor, only the leather has always been obsessed with defense, and its mystics and smiths
straps are reinforced with metal rivets and studs. It still provides have spent centuries developing tools to shield the lords of the
reduced protection against piercing attacks (-1 to the AC bonus) Dominion. One of their most successful creations was eyebane
but is slightly superior to the plain leather bands. Like all forms of alloy. Formed from a blend of mithral and rare ores from the heart
eyekin armor, studded eyeband is considered to be masterwork for of the underdark, eyebane alloy disperses the energies of any sort
purposes of creation, but it does not receive any reduction to the of magical or supernatural ray attack. A suit of armor designed
armor check penalty. Studded eyeband armor has a 10% arcane from eyebane alloy provides its wearer with a bonus to all saving
spell failure chance. throws against ray attacks. A suit of medium armor or chain shirt
Market Price: 175 gp; Weight: 15 lbs. formed from eyebane alloy provides a +2 bonus to saving throws,
while heavy armor provides a +3 bonus. On its own, a shield made
from eyebane alloy provides a +2 bonus to saving throws; if a
Special and Superior Items character is using eyebane armor as well as a shield, the bonus
from the shield is reduced to +1.
In addition to armor and weapons specifically designed for In addition to the reflective properties of eyebane alloy, it is
beholders, the smiths and craftsmen of an eyehold produce a wide lighter than normal metal (although not quite as light as mithral).
variety of specialized equipment. Eyekin warriors and cultists Spell failure chances for eyebane armor and shields are reduced
often require special equipment, and there are other tools that can by 5%, weight is reduced by 25%, the maximum Dexterity bonus
be critical to the plans of the Dominions. is increased by 1, and the armor check penalty is decreased by 2.
All of these bonuses only affect armor made from metal; you can’t
Armor for Cultists and Aberrant Warriors produce eyebane hide armor, or an eyebane battle harness.
A beholder cultist sprouts eyestalks from his head and at Armor and shields formed from eyebane alloy are treated as
higher levels from other parts of his body, while an aberrant war- masterwork items with regards to item creation, but this quality
49

does not affect the armor check penalty of the item. However, the will rarely be found outside of eyeholds or beholder cults.
secret of creating eyebane alloy is known only to a handful of eye- Market Price: 360 gp; Raw Material Cost: 120 gp; Cre-
kin smiths, and many of the minerals involved in the process are ation Check: Craft (alchemy) DC 25; Weight: -
only found in the deep underdark. Generally, the only time an ad-
venturer will have access to eyebane alloy is if he salvages a suit Essence of Obedience – Maintenance Dose
of beholder armor. While the alloy was first created by the Do- Once someone is under the influence of essence of obedience,
minion of the Eternal Vigil, most of the other Dominions have it only requires a small dose to maintain the effect. This must be
stolen the secret. It is most frequently found among the elite jug- administered every 24 hours, but it is can be mixed in with food
gernaut corps of the Poisoned Eye and the inquisitors of the First or drink. Since the victim is already under the influence of the
Eye, both of which battle other beholders on a regular basis. essence, it is more difficult to resist; the victim gets to make a For-
Eyebane alloy has a hardness of 13 and 30 hit points per inch titude save (DC 20) to try to break free. In addition, she gets a Will
of thickness. saving throw (DC 18) every five days to attempt to shake off the
Market Price: base item cost plus the following modifier: effect.
Light armor +1,500 gp; Medium armor +6,000 gp; Heavy Market Price: 30 gp; Raw Material Cost: 10 gp; Creation
armor + 12,000 gp; Shield +1,500 gp. Check: Craft (alchemy) DC 25; Weight: -
Essence of Obedience
This alchemical substance is distilled from various forms of Beholders and Magic Items
fungus found only in the subterranean realms of the eye tyrants.
When refined into a clear liquid, it has the effect of sedating free A lack of hands makes it difficult for a beholder to use many
will, leaving the character who consumes it tractable and open to common magic items. However, it is not impossible; there are a
suggestion. Beholders often mix this substance in with the food variety of items that work well for the tyrants.
served to their slave population, in order to suppress any revolts
• The eyestalks of the average sovereign are the approximate
and to limit the need for the direct use of magical power, but it is
width of a human wrist. As a result, a beholder can wear a
also frequently used by beholder cults to secure the initial cooper-
bracer (which beholders call “eye-rings”) at the base of one
ation of would-be recruits.
of its stalks. A beholder can also dangle a necklace, periapt,
When a victim consumes the essence, she must make a Forti-
or brooch from its eyestalks. Finally, beholders also produce
tude saving throw (DC 15). If she fails, she becomes extremely
magical lenses that can be worn over an eye to enhance its
vulnerable to suggestion. Anyone who makes a Diplomacy check
powers. A beholder can benefit from a maximum of five of
against her gets a +10 circumstance bonus to the check. In addi-
these items at once, regardless of the item type.
tion, if a character using Diplomacy successfully changes the vic-
tim’s attitude to “helpful,” the victim is considered to be under the • Most sovereigns possess a fringe of vestigial tentacles, either
effects of charm person with regard to the diplomat (Will save DC scattered among the eyestalks or lining the creature’s “chin.”
15 to resist actions that she wouldn’t normally perform). This ef- While these tendrils lack the strength to manipulate objects,
fect lasts for 24 hours, unless the character is given a maintenance they can be used to hold magical rings. A beholder is limited
dose. While player characters cannot normally be influenced by to using two magical rings at a time.
Diplomacy, they can for purposes of this particular effect. The • While beholders cannot wear helmets or hats, they do pro-
gamemaster should judge the relative attitude of the character to duce crowns – large rings that rest at the base of the eyestalks.
the diplomat to determine the DC for a shift to “helpful.” If the A beholder can wear one crown.
diplomat fails this roll there is no effect, but if he succeeds, the • Any other forms of beholder armor or weaponry described
character is effectively charmed. earlier in this chapter can be enchanted. Armored beholders
A character under the influence of the essence is not aware of are typically only seen in the deep underdark, but a sovereign
its effects, although an outside observer will notice her dulled wearing +5 juggernaut plate of invulnerability and +3 vorpal
state of mind with a successful Sense Motive check (DC 25). Note razorjaws can certainly ruin an adventurer’s day.
that this is not a magical effect, and that as such it is not negated
by a sovereign’s antimagic cone. • Ioun stones are greatly valued by beholders, as they do not re-
While essence of obedience is not terribly expensive, the ma- quire any particular form of anatomy.
terials required to create it can only be found in beholder territo- • Although it does not eat or drink, a beholder can still make
ry, and the tyrants rarely sell the drug to outsiders. As a result, it use of magic potions; it can break the potion in its mouth and
50

absorb the mystical energy through its flesh. of a beholder, but it can easily fit on the wrist of a human. It has
When assigning treasure to a beholder, the gamemaster the effect of increasing the duration of any charm person effect
should keep these elements in mind. A beholder will generally use produced by the wearer to 8 hours/level. This includes the eye-
gold and jewels as a way to influence humanoids. The Dominion beams of a beholder, the eye rays of the cultist, the arcane spells
of the First Eye amasses wealth and relics as a way to display its of a wizard, or any other form of charm person. These bracelets
power, and the beholders of the Consuming Eye have a passion are occasionally given to monitors or trusted eyekin cult leaders
for collecting that can take many forms. It’s also possible that a who need to build up a slave network without any sort of sover-
beholder will keep the weapons of a fallen foe – although if it has eign support.
humanoid guards it may disperse these weapons to be used in its Caster Level: 8th; Prerequisites: Craft Wondrous Item,
defense. But in general, a beholder’s hoard should contain items Extend Spell, charm person; Market Price: 5,000 gp;
that are at least somewhat useful to the creature. Scrolls and magic Weight: 1 lb.
robes will rarely be found in a beholder’s trove, and the creature
is unlikely to have a pair of gloves of storing. Bracelet of Varied Vision
The beholder equivalent of the wand, this thick bracelet is
worn at the base of an eyestalk and allows the beholder to alter the
Beholder Artificers effect of that eyestalk. A bracelet of varied vision is attuned to a
particular spell effect, and it transforms the eye ray of the eyestalk
As a general rule, beholders need to work with humanoids to it is worn on into that effect (see Table 5-3, following page). The
produce physical goods. Telekinesis is a clumsy tool, and ill-suit- spell held in the bracelet of varied vision is still considered to be
ed to the work of the jeweler or smith. Typically, a beholder artif- a beholder eyebeam; regardless of the normal nature of the spell,
icer will work with a team of charmed craftsmen or spellcasters, it becomes a single-target ranged attack with range and save DC
or trusted eyekin. The eye rays of a beholder can be used to satis- matching the beholder’s other rays. A bracelet of varied vision has
fy the prerequisites of item creation; a sovereign can use its charm fifty charges, and expends one charge each time it is used; when
person eye ray to create a set of eyes of charming. it runs out of charges, it becomes a mundane piece of jewelry.
Occasionally, beholders prefer to take a hands-on approach to A beholder cultist who wears a bracelet of varied vision can
item creation; the hands of the tyrant can allow a beholder to per- use the power of the bracelet in lieu of making an eyebeam attack.
form all aspects of the work itself. However, most beholders con- However, she must pay a vision point cost as if she were actually
sider such work demeaning, suited only to slaves. using an eyebeam of the same level as the spell, in addition to ex-
pending a charge. If she does not possess an eyebeam of matching
Magic Items level, she cannot use the bracelet.
Other characters cannot activate the power contained within
Here are a few of the items that could be found in the hoards the bracelet. However, it can be used as a focusing device; if a
of beholders or the hands of their servants. character wearing a bracelet of varied vision independently casts
the spell contained within the bracelet, the DC of the spell’s sav-
Bracelet of Mastery ing throw is increased by 2.
This thick golden band makes a heavy bracelet for a Medium- Creating a bracelet of varied vision requires both the Craft
sized creature, but it is intended to be worn at the base of a be- Wondrous Item and Craft Wand feats, along with the spell con-
holder’s eyestalk. Every such bracelet is keyed to a specific eye tained in the bracelet. The caster level is the minimum required to
ray, and when worn on the corresponding stalk the creature gets cast the embedded spell. However, when used by a beholder, the
the benefit of the Focused Eye feat with that ray. If worn by an- ray the bracelet produces is considered to have the same caster
other creature, they gain this benefit if they cast a spell or use an level as the beholder’s other eye rays. A bracelet of varied vision
ability mimicking that ray’s power. These stalk-rings are often weighs 1 lb.
given out as Triumphs; the more powerful rings are given out for
correspondingly more impressive deeds. Crown of the Iron-Lidded Eye
Caster Level: 4th; Prerequisites: Craft Wondrous Item, This is a ring of black iron several feet in diameter, the size
Eyekin Blood; Market Price: 5,000 gp; Weight: – to rest just below a beholder’s eyestalks. Along its outside runs a
line of gold-etched symbols, weapons alternating with open eyes.
Bracelet of the Iron Eye When worn by a beholder, it increases the creature’s natural armor
This thin iron bracelet is intended to be worn on the eyestalk bonus by +4 against all melee attacks and by +2 against all other
51

attacks. The crown is too large for most other races to wear, but if Eyekin Blood, blindness/deafness; Market Price: 15,000;
placed on an appropriately-sized head, the wearer receives half Weight: 10 lbs.
the bonuses listed above. This crown is often given as a Triumph
to a beholder who plans or physically achieves a great military Crown of the Watchful Sovereign
victory. This is a golden circle several feet in diameter, rising to ten
Caster Level: 4th; Prerequisites: Craft Wondrous Item, high peaks, each topped by a different precious or semi-precious
Eyekin Blood, mage armor; Market Price: 15,000 gp; stone serving as the pupil of an engraved eye. Every such crown,
Weight: 10 lbs. when created, is magically linked to up to 10 specific helms of the
greater tyrant in its presence. When a sovereign beholder wears
Crown of the Piercing Eye this crown, it can takes its full-round action to see what is visible
This metal circle is made of silver, with a jagged vein of cop- to the helm’s wearer that round as long as they are within 100
per running its length. It is several feet in diameter, the size to rest miles of each other.
just below a beholder’s eyestalks. When worn by a beholder, it The beholder can also override the helm-wearer’s combat
grants a +4 to saving throws against effects that would blind a be- choices, directing the eye rays to fire as it wishes as part of its ac-
holder or otherwise impede its vision, including the effects of a tion. The helm-wearer’s attributes are used for all calculations. Fi-
globe of distraction. Even if the save is failed, the effect’s dura- nally, the beholder can force the helm-wearer it monitors to delay
tion is reduced by one round (to a minimum of one round). Other their combat actions until a point of the beholder’s choosing, mak-
races of an appropriate size gain a +2 to saving throws against ing it easier for the beholder to control the eyebeams. The helm-
blindness and other vision impairment from this crown. A behold- wearer can block this effect with a Will save (DC 15 + the be-
er who solves a notorious problem or who sees through an holder’s Wisdom bonus, if any), although the beholder can try
enemy’s plan might be awarded this crown as a Triumph. again once each round as a free action.
Caster Level: 4th; Prerequisites: Craft Wondrous Item, This crown is awarded for a great Triumph, one that advances
Table 5-3: Bracelets of Varied Vision
Bracelet Power Market Price Minor Medium Major

Burning hands 1,250 gp 01-13 01-08 –
Charm person 1,250 gp 14-26 09-16 –
Color spray 1,250 gp 27-39 17-24 –
Ray of enfeeblement 1,250 gp 40-52 25-32 –
Reduce person 1,250 gp 53-65 33-40 –
Sleep 1,250 gp 66-78 41-48 –
Hideous laughter 5,000 gp 79-84 49-55 01-06
Inflict moderate wounds 5,000 gp 85-89 56-62 07-12
Scorching ray 5,000 gp 90-96 63-71 13-20
Shatter 5,000 gp 97-100 72-79 21-26
Dispel magic 11,750 gp – 80-83 27-32
Hold person 11,750 gp – 84-87 33-38
Lightning bolt 11,750 gp – 88-91 39-45
Ray of exhaustion 11,750 gp – 92-95 46-51
Slow 11,750 gp – 96-100 52-60
Charm monster 21,500 gp – – 61-68
Confusion 21,500 gp – – 69-74
Contagion 21,500 gp – – 75-80
Crushing despair 21,500 gp – – 81-86
Enervation 21,500 gp – – 87-92
Fear 21,500 gp – – 93-100
52

the Dominion’s goals and ideals in a significant way or that pro- to a weight determined by the helm-granted level.
vides a permanent victory over a formidable foe. Each of these helms is also linked to a specific crown of the
Caster Level: 10th; Prerequisites: Craft Wondrous Item, watchful sovereign, as described in that item’s entry. If that link-
Eyekin Blood, dominate person; Market Price: 64,000; age does not exist, this item instead functions as a standard helm
Weight: 10 lbs. of the tyrant.
Caster Level: 10th; Prerequisites: Craft Magical Arms
Hands of the Tyrant and Armor, Craft Wondrous Item, sleep, charm person, fear,
While the telekinetic eye ray of the beholder is very versatile, inflict moderate wounds, slow, telekinesis; Market Price:
there are some tasks that require a pair of hands. The hands of the 64,000 gp; Weight: 3 lbs.
tyrant is a harness of leather and steel supporting a pair of metal
arms – similar in appearance to the arms of a small iron golem. A Helm of the Tyrant
typical set of hands is slightly longer that those of a medium hu- This tall helm has a solid visor that covers the eyes, appar-
manoid, and is mounted beneath the beholder’s mouth so that both ently blocking all vision. It also has four unusual protrusions
hands can manipulate the same object. This harness allows the evenly spaced at its top, each shaped to look like an open eye. If
wearer to manipulate objects and use skills just like a normal hu- someone puts on the helm, they immediately gain all-around vi-
manoid. The arms have the same effective Strength score as the sion as a supernatural ability – this grants a +4 bonus to all Spot
wearer. A beholder can use these arms to wield weapons, but un- and Search checks and makes them impossible to flank. All the
less the creature has taken the appropriate Weapon Proficiency wearer’s special forms of sight, such as low-light vision, apply to
feat it will suffer the standard penalties. this ability.
Typically, hands of the tyrant are used by beholder artificers However, if the wearer does not already have all-around vi-
who don’t want to leave the fine details to the hands of slaves. sion, they must make a Will save (DC 15) or become disoriented
However, most beholders – especially the proud sovereigns of the by seeing in every direction at once, suffering a –2 penalty to all
First Eye – consider the use of hands to be an affront to the true attack and skill rolls. This saving throw can be attempted once
form of the beholder and look down on those who wear them. every 10 minutes until the wearer succeeds, at which point the
Hands of the tyrant cannot be used in conjunction with any penalty vanishes. The disorientation returns the next time the
form of beholder armor. helm is worn, requiring a new round of saving throws.
Caster Level: 10th; Prerequisites: Craft Magical Arms But the true power of this helm is that its wearer can produce
and Armor, Craft Wondrous Item, telekinesis; Market Price: magical rays similar to those of a beholder as a standard combat
36,000 gp; Weight: 20 lbs. action. Each ray can be used 3 times/day. These rays are magical
ranged touch attacks, and the wearer is considered to be a sorcer-
Helm of the Greater Tyrant er with half their current class levels for all related calculations.
This resembles the Helm of the Tyrant, but is more ornately The helm’s eyes will twist and rotate to fire into different arcs, but
decorated and has six eyes. It functions in much the same fashion, only one ray can be fired per round; a specific eye produces each
granting all-around vision (and possible disorientation) and al- ray. The rays are:
lowing the use of eye rays, each 3/day. However, it permits the Sleep: This works like the spell, only it affects a single crea-
wearer to use 2 rays per round in different arcs from each other. ture with HD up to half of the helm-wearer’s level. It requires a
The rays are: Will save to resist.
Sleep: This works like the spell, only it affects a single crea- Charm Person: The target must succeed at a Will save or be
ture with HD up to half of the helm-wearer’s level. It requires a affected as if by the spell.
Will save to resist. Cause Fear: This is identical to the spell, except that it affects
Charm Person: The target must succeed at a Will save or be a creature with HD up to half the helm-wearer’s level.
affected as if by the spell. Inflict Light Wounds: This is identical to the spell, inflicting
Fear: This works like the spell, except that it affects a single 1d8 points of damage +1 per the helm-dictated caster level (to a
target. maximum +5). A Will save halves the damage.
Inflict Moderate Wounds: Identical to the spell of the same Caster Level: 4th; Prerequisites: Craft Magical Arms
name. and Armor, Craft Wondrous Item, sleep, charm person,
Slow: This works like the spell, except that it affects a single cause fear, inflict light wounds; Market Price: 16,000 gp;
creature with HD up to half the helm-wearer’s level. Weight: 3 lbs.
Telekinesis: The wearer can move objects as with the spell, up
53

Liquid Antimagic (Incubator Fluid) eyestalk of a sovereign beholder. When a beholder places the
This is the fluid from an incubator, the creature that spawns bracelet of the tyrant’s eye over one of its eyestalks, that eye sees
beholders. The fluid inside is a variation on the antimagic field through the crystal sphere of the rod of the tyrant’s eye, and may
that normal beholders emit from their central eye. In the incuba- project its associated eye ray through the rod. However, while it is
tor, this field has been changed into a liquid that flows through its wearing the bracelet it loses the ability to direct the associated ray
body so that the growing beholders do not accidentally disinte- at nearby targets! These rods are often given to eyekin cult apos-
grate their parent. The fluid can be extracted from the incubator, tles, both to allow a beholder overlord to monitor events and as a
or it can be synthesized by a high-level spellcaster. It is considered symbol of power. As the beholder “sees” sound, it can both see
a grenade-like weapon, and can be thrown at any creature to sup- and hear events around the rod, although it cannot communicate
press its spells or supernatural and spell-like abilities. It also dis- with the bearer of the rod.
rupts the use of magic items, armor, and weapons. A direct hit dis- As noted earlier, the rod itself has no power; the projection of
ables spellcasting and any magical equipment or abilities that was the eye ray is completely under the control of the associated sov-
facing the attacker. If thrown at a beholder, it disables the eye- ereign. However, it is up to the bearer of the rod to aim it at the
beams of any eye tentacles facing the attacker. The victim of this intended target; this is a standard action that does not provoke an
attack has the advantage of being immune to spells, spell-like attack of opportunity.
abilities, and supernatural abilities for the duration of the effect, A character with Eyekin Blood who wears a bracelet of the
and some eyekin apply the liquid to themselves for this purpose. tyrant’s eye can see through the sphere on the rod, but cannot proj-
If someone is caught in splash damage, they are incapable of cast- ect any sort of power through the rod. The bracelet has no effect
ing spells. Also, the affected creature loses the magic ability of on any other character. The market price indicates the difficulty to
one piece of equipment, determined randomly, or in the case of a create the rod, but bear in mind that there would be a very limited
beholder, one eye ray. A creature caught in splash damage is not market for such an item in a human community.
immune to magic. The central eye with the antimagic field cannot Caster Level: 12th; Prerequisites: Craft Rod, Craft Won-
be neutralized with this object, as one antimagic field does not drous Item, prying eyes, scrying; Market Price: 80,000 gp
negate another. The effect of both direct and splash damage lasts (rod), 40,000 gp (bracelet); Weight: 4 lbs. (rod), 1 lb.
2d4 rounds. This potion cannot be purchased outside of beholder (bracelet)
settlements.
Caster Level: 13th; Prerequisites: Craft Wondrous Item, Shield Gem
antimagic field, Eyekin Blood; Market Price: 3,900 gp; An invention of the paranoid artificers of the Dominion of the
Weight: – Eternal Vigil, the shield gem is a boon to anyone who fights a be-
holder. The gem is a ruby the size of a pigeon’s egg, set into a disc
Ring of Unrestricted Sight of black iron and suspended from a heavy chain. This mystical
A silver ring set with an opal engraved to resemble an eye, medallion projects an invisible field that protects its wearer from
this ring is a boon to the undercover eyekin. The ring sharpens the magical and supernatural rays. The gem has 18 charges. Any time
wearer’s vision, providing a +5 insight bonus to Spot and Search that the wearer is struck by a magical ray and fails his saving
checks. However, its main power is to allow the wearer to see throw, expend a number of charges equal to the amount by which
through any sort of minor obstructions – like clothing or armor. the wearer missed the save; he is then considered to have made the
This allows an eyekin to take advantage of her all-around vision saving throw. The shield gem even protects against ray attacks that
even while fully dressed. Characters with only two eyes can still do not normally allow a save; when the wearer is struck by such
see perfectly while blindfolded or otherwise blinded through an attack, the gem loses five charges and the wearer gets to make
physical means. The ring does not provide any sort of protection a standard save (using the level of the effect and the appropriate
against magical blinding effects. statistic modifier).
Caster Level: 5th; Prerequisites: Forge Ring, Eyekin A shield gem cannot be recharged. When the final charge is
Blood; Market Price: 2,000 gp; Weight: – expended, the gem shatters. If the gem does not have enough
charges to protect the wearer from a particular effect, no charges
Rod and Bracelet of the Tyrant’s Eye are expended and no protection is provided.
The rod of the tyrant’s eye is a short scepter with a stylized Caster Level: 12th; Prerequisites: Craft Wondrous Item,
beholder on one end and a sphere of opalescent crystal on the antimagic field, resistance; Market Price: 28,000; Weight: 2
other. The rod has no innate power of its own, but it is created in lbs.
conjunction with a matched bracelet designed to be worn on the
54

Chapter Six
The Beholder Campaign
There are many ways to incorporate beholders into a cam- sional force, and the deadly and horrific demigods that rule them.
paign. Traditionally, beholders have been presented as hateful and Adventurers could find an old village of eyekin concealing the
xenophobic beings that constantly fight other creatures and even laboratory lair of an Enigma sovereign, or uncover a beholder cult
other beholders. Through the use of Dominions, this book presents that has corrupted and seized control of an established church. In
a wider variety of options for the long-term use of beholders: cun- a modern day setting, a beholder cult might appear to be a street
ning manipulators, gruesome arcane researchers, and even myste- gang; this group could be dealing tainted narcotics that twist users
rious allies. The traditional hateful beholder is best represented by to the will of the hidden eye tyrant.
the Dominion of the Poisoned Eye, although it could easily come
from the Dominion of the Eternal Vigil or the First Eye. Espionage
This chapter presents a detailed look at the nine Dominions
that have been mentioned throughout this book, examining the In the heart of the concrete bunker, the ORB agent shivered
role that each group might play in a campaign. If a party has en- as he reported to his master. “I’m sorry, my lord,” he quavered.
countered beholders in the past, the gamemaster should consider “Dirk Stone and the agents of N.E.P.H.E.W. broke into the re-
which Dominion best suits these previous encounters and how this search facility and stole the Corroman Lens.” He trembled, wait-
might play a role in future adventures. The next step is to study the ing for the death ray to strike him down.
Dominions and decide which best fit the tone of the campaign. Instead, there was a deep, buzzing chuckle. “Don’t worry,
Are there beholder cults in every major city? Or are the cultists Agent Mordecai. I had anticipated interference from Mr. Stone.
only found in the occasional creepy seaside village? Even now, we are tracking him – and soon we will know the loca-
The chapter begins with a look at various ways that behold- tion of N.E.P.H.E.W.’s hidden base.” The agent breathed a deep
ers can be used in nontraditional settings. It continues with tips on sigh of relief, blinking all six of his eyes.
role-playing beholders and eyekin cultists. Following the discus-
sion of the Dominions, the chapter concludes with a handful of Even in the high-tech world of modern espionage, there’s no
short encounters involving beholders or eyekin cultists, providing reason the gamemaster can’t sneak in a bizarre beholder master-
the gamemaster with solid examples of how this material could be mind. It could be an ancient creature that has risen from slumber
incorporated into an ongoing campaign. beneath the earth – or it could be a bioweapon created by mad sci-
entists that developed a mind of its own and seized control of the
Alternate Settings organization that formed it. A beholder’s many deadly rays make
it an opponent to be feared in the modern world – but on the other
Beholders are traditionally creatures of fantasy. But there is hand, if the players are relying primarily on technology, the crea-
no reason that this needs to be the case. Whatever type of game ture’s antimagic cone will prove more of a hindrance than a help.
you’re playing, there’s probably room for a beholder in it some- Typically, a beholder makes a better mastermind than monster;
where. A few ideas: through its organization of charmed underlings, it could develop
a host of mad schemes that the heroes would have to bring to a
halt – long before they ever discovered the true nature of their ne-
Supernatural Horror farious foe.
Ever since we’d arrived in Tyranny Cape, I’d had the feeling
I was being watched. There was something about the townsfolk Superheroes
that I couldn’t quite put my finger on. And why wouldn’t they let
us into the old Masonic temple? Captain Toledo leapt over the deadly eye ray, which carved a
jagged rift in the pavement. “It’s too late, Lord Occulus! The
The eyekin and their multi-eyed masters fit perfectly into a Crimestoppers have already located and disarmed your hyp-
traditional horror campaign – humans twisted by an extradimen- nobomb. Give up now!”
55

Conversing with Beholders
An encounter with a powerful monster can be much more in-
teresting if the players can recognize the creature by the manner
in which the gamemaster presents information. A conversation
with a beholder should have a different tone than a talk with a holy
priest or an injured goblin. Here are a few ideas for presenting be-
holders:
• A beholder is effectively a floating head. Be very careful and
deliberate about head movements when speaking. Avoiding
tilting your head, and do not nod or shake your head in re-
sponse to questions.
“Look me in the eye and say that…” the villain said, turning
• Likewise, keep your facial expressions as impassive as possi-
three new eyes to face the hero.
ble. Do not move your eyebrows, smile, or frown (or if you
do, do so very slowly). A beholder’s mouth is not as expres-
On the surface this is similar to the espionage campaign, with
sive as that of a human, and it does not have an eyebrow to
the exception that superheroes are a little more likely to be able to
move.
take on a beholder in direct conflict and live to tell the tale. The
beholder could be a one-of-a-kind abomination. Or it could be the • Keep your voice level. It should be difficult for players to get
first member of an extradimensional strike force, seeking to pave a sense of whether a beholder is making a joke or a threat; it’s
the way for an invasion from beyond time and space. For a greater a bizarre alien thing with mysterious motives and goals.
challenge, the beholder’s antimagic cone could affect all forms of • The typical beholder is extremely confident when dealing
superhuman abilities as opposed to just magic. with humans. Remember that it has the power to slay, petrify,
or disintegrate its enemies with a simple glance. A beholder
Science Fiction will always act as if it is complete control of a situation,
pointedly ignoring any attempt at threats or intimidation. Re-
The multi-eyed horror glared out of the viewscreen. “Power member that any attempt to Intimidate a beholder carries a -5
down your weapons immediately, Captain Corinne. Surrender circumstance penalty unless the speaker is familiar with aber-
and your crew shall be allowed to live as slaves of the First Eye. rations (see page 119).
Resist and we will reduce your ship to dust.” Other ideas may come from the beholder’s Dominion. A be-
holder of the First Eye will be even more arrogant than average,
In a science fiction setting, the eye tyrants are an excellent while a sovereign from the Eternal Vigil will be careful and sus-
choice for an alien race. Powerful and deadly, they spread across picious of player characters. A beholder from the Consuming Eye
the universe enslaving worlds with their hypnotic eyebeams. The may be better at making jokes and behaving in a manner similar
players might have to negotiate a treaty, sneak into a beholder to a human – a careful pose learned to put humanoids at ease in
slave planet, or even fight a war against the beholders. trade negotiations.
A major question in a science fiction setting is the degree to Eyekin generally act just like humans, although they often
which beholders use technology. Perhaps a beholder can use an carry the personality traits of their masters; First Eye eyekin are
eye ray amplifier, allowing a single overseer to control an entire proud while Eternal Vigil eyekin tend to be paranoid. If an eyekin
city with its charm rays. Or perhaps the beholders rely entirely on has revealed its true nature, you can play with the fact that it has
organic technology. A beholder “starship” could actually be an eyes on its limbs; look at players with the palm of your hand while
enormous sovereign, capable of battling spaceships and even per- talking to them, while turning your face away to look at some-
forming planetary bombardment with its massive disintegrate and thing else. With its multiple eyes, an eyekin can keep track of
finger of death beams. In this case, it may make sense to make the many different things at once; using this in conversation may help
beholder’s central eyebeam a general energy-dampening cone in- to make the eyekin somewhat unsettling.
stead of specifically targeting supernatural powers; this makes the At the gamemaster’s discretion, characters may suffer a
beholder a dangerous foe for characters who are used to being penalty when attempting to use Sense Motive, Diplomacy, or In-
able to rely on their blasters and light-swords. timidate against a beholder. See page 119 for more details.
56

Nine Dominions
Beholders do not form nations in the same way that humans Eternal Vigil and First Eye are also reasonable choices for a tradi-
do. Instead, they are divided into Dominions – extended clans that tional beholder encounter.
can ultimately trace their line of descent back to a particular incu- Each entry discusses the basic philosophy of the Dominion,
bator. For the most part Dominions are not bound by geography; along with its size, relationships with other races or Dominions,
a single human nation could easily contain the eyeholds of three and the appearance of its members. It also includes optional game
or four different Dominions hidden beneath the surface. material – ways in which a beholder from a particular Dominion
The boundaries of a Dominion are physical and physiological might different from the traditional creature that players are fa-
in nature as opposed to being simply political. The beholders of a miliar with. These include the following:
Dominion share distinctive physical traits; the sovereigns of the • Sovereign Modifications suggest ways in which the sover-
First Eye are covered in glittering scales, while those of the Eter- eigns (and beholder subtypes) of the Dominion might vary
nal Vigil have an almost insectoid appearance. But the philosoph- from the norm – ability modifications, alternate eye rays, or
ical outlook of a Dominion is far more important than these cos- other minor shifts in statistics. These could just be applied to
metic differences. Each Dominion can be seen as the expression a specific sect within the Dominion, if the gamemaster wants
of a particular aspect of the Void. Just as the human mind contains to have most beholders use the standard stats.
many different elements and emotions – hate, greed, curiosity,
pride – each Dominion has a particular ruling passion that drives • Beholder Class Skills provides a list of skills that beholders
the behavior of its sovereigns and affects their interaction with of the Dominion have access to. When designing a sovereign
other creatures. or a gauth, the gamemaster may wish to switch some of the
While each Dominion is bound together by its ruling passion, standard skills of the beholder around to bring in some of
there are subdivisions. Beholders inherit memories from the incu- these skills; an Enigma beholder might have ranks in Spell-
bator that spawns them; thus the children of a particular incubator craft or Craft (alchemy) instead of Hide.
have a particularly strong bond. When a sovereign successfully • Cultist Skills is the list from which beholder cultists can se-
evolves into an incubator, it creates a new sect – a smaller family lect their four class skills, as described on page 32.
within the overall Dominion clan. Typically sects work closely to- • Common Feats suggests feats that fit the mood of the Do-
gether, although the Dominion of the Eternal Vigil is known for its minion. Sovereigns could either swap out base feats for these
internecine feuds. However, the beholders of different sects tend ones, or these could be added on for beholders with addition-
to develop slightly different personalities – each sect approaches al hit dice or class levels.
the ruling passion of the Dominion in a somewhat different way.
• Equipment and Treasure outlines the types of weapons or
This section examines the nine Dominions that have been
armor the Dominion uses (if any), and the types of treasure
used throughout this book. This list is not meant to be compre-
that will be found most frequently in a sovereign’s hoard.
hensive; a gamemaster should always feel free to add new Do-
minions of her own, or to decide that a beholder encountered by As always, the GM should feel free to ignore these modifica-
the players is a mutant rogue with no Dominion allegiance. The tions if she prefers to keep things simple.
goal of the Dominions is to provide some variety to beholder en-
counters – adding more depth to these highly intelligent creatures The Dominion of the Consuming Eye
and changing the way in which they interact with players. A be- “I want.”
holder from the Dominion of the Poisoned Eye will certainly at-
tempt to destroy any adventurers it encounters. But a sovereign The Dominion of the Consuming Eye is driven by greed – an
from the Watching Wheel is more likely to try to involve the party all-consuming passion to obtain precious and rare things. These
in a bizarre experiment, while a monitor from the Consuming Eye beholders will seek to obtain anything that other creatures consid-
could actually hire the PCs to acquire a rare relic for its eyehold. er to be valuable – precious metals, jewelry and gemstones, works
One question for a gamemaster to consider is what Domin- of art and rare spices. The status of a sovereign is reflected by the
ions the party has already dealt with, if they have crossed paths materials that it has contributed to the hoard of the vault, and to a
with beholders in the past. The Dominion of the Poisoned Eye is lesser degree by the goods it has acquired for its personal collec-
the closest in tone to the stereotypical image of the beholder; the tion. Triumphs are held to acknowledge beholders that have
57

arranged for particularly fabulous acquisitions. While they will exotic or unusual slaves, and the Dominion also places a high
often attempt to steal treasures through force or subterfuge, the value on craftsmen who can transform the raw materials mined by
Consuming Eye also maintains a considerable network of mines the Dominion into bizarre beholder jewelry. The Fourth Vault of
deep below the earth. the Consuming Eye has a particular interest in monstrous slaves
In addition to this general fascination with wealth, each sect and often attempts to capture and enslave fantastic creatures, such
(known as ‘vaults’ within the Dominion) has a personal obsession. as young dragons or delvers.
The Third Vault collects humanoid heroes and celebrities, main- Subspecies: Because of the large slave populations, over-
taining a petrified museum of famous warriors and sages in its seers are quite common among the Consuming Eye. The Domin-
citadel. The Fifth Vault gathers weaponry of all sorts, from pow- ion also has a large number of monitors, who serve as ambassa-
erful magical artifacts to bizarre siege engines. The First Vault dors and thieves. The militaristic subspecies – skirmishers,
studies societies and seeks to claim whatever is most valuable to gauths, and besiegers – are relatively rare, although they are oc-
a particular nation, whether it is a sacred relic, a beloved ruler, or casionally found guarding the central hoards.
a diplomatic message being sent to a neighboring country to en- Relationships with Other Dominions: The Consuming Eye
sure peace. While each vault pursues its own goals, the bonds be- has little interest in the activities of the other Dominions. The First
tween the sects are strong and they will trade goods and share in- Eye frequently launches attacks against them, seeking to claim the
formation with one another. many treasures of the Dominion as spoils of war, so the Consum-
ing Eye is forced to maintain a strong defense. But it rarely en-
Number of Sects: Seven (650 sovereigns) gages in any sort of offensive actions against the other Dominions.
Alignment: Lawful evil. While the beholders of the Domin- Relationships with Other Species: Of all of the Dominions,
ion are more interesting in acquiring material goods than killing the Consuming Eye is most tolerant of other creatures – provided
other creatures, they have no compunctions about using force or that they have treasures to offer. The Sovereigns prefer to demand
theft to acquire the goods that they desire. Their lawful nature tribute from weaker creatures as opposed to simply destroying
refers to their respect for structure and tradition within the Do- them. They often form economic treaties with powerful commu-
minion; like most lawful beholders, they have no interest in the nities of drow, duergar, and svirfnevblin – although they are
laws of lesser creatures. With that said, they will abide by trade shrewd bargainers and are always looking for the best deal. The
agreements that they set up – although they will always seek to sovereigns are not averse to slaughtering a community if it is the
gain an unfair advantage, and will invariably include clauses al- simplest way to get what they want or if it will strengthen their po-
lowing them to break agreements should they fail to prove prof- sition in trade negotiations; if a city has nothing to offer and can’t
itable for the Dominion. provide tribute, it’s a waste of space.
Eyekin: The eyekin comprise about 25% of the population of a Preferred Habitat: Subterranean, both deep beneath the
Consuming Eye community. The typical eyekin holds the same sta- earth or within mountain peaks. The Consuming Eye will always
tus as a slave, although he is allowed to serve without being under try to build close to deposits of precious metals or other valuable
the influence of charm. Eyekin who show initiative and make a sig- natural resources.
nificant contribution to the hoard of the Dominion may be elevated
to the Society of the Golden Eye, an elite corps of eyekin who cat- Beholders from the Consuming Eye are notable both for their
alogue, maintain, and guard the treasures of the community. greed and vanity. More than any other Dominion, the beholders of
Consuming Eyekin typically share their masters’ obsession the Consuming Eye love to adorn themselves; they will wear stalk
with the acquisition of material goods. Consuming Eye cults seek rings, chains of precious metal, and even harnesses studded with
to develop economic power within a community, and the eyekin gemstones. Some actually wear face-paint formed from precious
will attempt to recruit or subvert prominent merchants and crafts- metals. This is not intended to impress others, as much as it is for
men. Eyekin cultists are always looking for a chance to earn a the comfort of the beholder itself; Consuming Eye beholders love
place in the Golden Eye, but human cultists often enjoy the wealth to be surrounded by wealth and material goods. In addition to con-
they can gain through the cult. tributing to the hoard of their sect, each sovereign also has a per-
Most Consuming Eyekin live in beholder communities or sonal obsession of some sort – a collection of its own. But most of
serve in cults; they do not maintain their own communities on the its efforts are devoted towards expanding the wealth of the sect or
surface. its personal collection. This can take a wide variety of forms,
Slaves: In most societies slaves are seen as a form of wealth, ranging from seizing control of a guild within a city, sponsoring
and as such the Consuming Eye makes extensive use of slaves. banditry or engaging in outright raids itself, or even hiring parties
Many beholders will go out of their way to acquire particularly of adventurers to obtain a rare item…
58

Appearance: The beholders of the Consuming Eye have a the largest repositories of treasure in the world. A quest to
very exotic appearance, almost like tropical fish. The body of a break into a citadel would be an epic challenge with tremen-
Consuming Eye beholder is covered in reptilian scales. Its eye- dous rewards. Of course, one wrong step would bring the
stalks are snakelike in nature, and each eye is a different color. party into conflict with juggernauts, eyes of the void, and a
Their scales are covered with brilliant patterns that can actually be host of sovereigns, so the risk is high!
quite beautiful; each sect has a different standard color scheme. • On a smaller level, even the eyeholds of the Consuming Eye
The sovereigns of the First and Second Vaults have a short crest hold considerable treasures. If a nation is under attack, re-
that runs down the back of the beholder’s body; normally this lies covering a cache of magical weapons from a Fifth Vault eye-
flat against the body, but it may be extended if the creature is in a hold could be the key to turning the tide. Perhaps the party
strong emotional state. As noted above, sovereigns, overseers, and will be called upon to rescue a great hero or king from ancient
monitors will typically wear jewelry and use cosmetics; many will times from the stone menagerie of the Third Dominion.
even gild their teeth with a coating of precious metals.
• On the other hand, the party could be hired to rescue a great
Sovereign Modifications: A Consuming Eye sovereign has
sage from the kingdom of an oppressive human overlord,
the same physical abilities as a standard beholder, but receives a +2
only to discover that their employer is a sovereign of the
racial bonus to Appraise and Sense Motive. A sovereign receives a
Third Dominion who wishes to add the sage to its collection.
+8 bonus to Forgery checks for purposes of spotting a forgery.
What if the sage is approaching death by old age? The sover-
Beholder Class Skills: Appraise, Bluff, Diplomacy, Forgery,
eign could claim that it intended to preserve the sage’s wis-
Knowledge (based on sect specialty), Sense Motive. Consuming
dom for future generations…
Eye beholders are clever negotiators and have a knack for spotting
falsehoods. • A representative of the Dominion might provide the heroes
Cultist Skills: Appraise, Bluff, Diplomacy, Forgery, Gather with information on drow activities; the Consuming Eye is in
Information, Sense Motive the midst of trade negotiations with the drow and wants to
Common Feats: Skill Focus (any class skill) weaken their position.
Classes: Consuming Eye sovereigns will often pick up expert • The Consuming Eye is interested in trade. If a nation is in dire
or rogue levels, focusing on negotiating and appraising skills. need of rare ores or other unusual substances, the PCs may be
Monitors may also acquire rogue skills, to better act as thieves on sent to negotiate a deal with the beholders (which could eas-
behalf of the Dominion. Juggernauts are quite rare. ily involve a monitor instead of a sovereign). A monitor may
Equipment and Treasure: As a general rule, the Consuming also offer to purchase objects that have value to the Domin-
Eye does not make use of beholder armor. They do occasionally ion from the party instead of simply attacking them, if the
use razorjaws, designed to be as gaudy as possible. Magical rings, smaller beholder feels that the odds are against it.
bracelets, or jewelry are far more common than magical armor or
weapons (with the exception of the beholders of the Fifth Vault,
who have an obsession with weaponry). For treasure, Consuming
The Dominion of Enigma
Eye beholders typically have triple goods. However, their hoards “I am unknown.”
will be well guarded and they will certainly seek vengeance on
any thief. Beholders are unnatural alien creatures – but even other be-
holders fear the sovereigns of Enigma. Physically, the Enigma
sovereigns are marked by the lack of a central eye; instead, a sov-
Adventure Ideas ereign possesses an empty socket filled with swirling shadows.
The Dominion of the Consuming Eye can be used as villains No one knows whether this “shadowed eye” is the result of some
in a campaign, as they steal goods that are vital to the heroes or sort of ancient mystical experimentation, or if the Enigma be-
their realm – or in the case of the Third Vault, even attempt to col- holders are simply a divergent species. When it comes down to it,
lect the PCs themselves. However, they can also make interesting very little is known about the Enigma. Its members communicate
patrons for the group. This may occur directly, if the party does- through a form of telepathy; as a result, Enigma eyeholds and out-
n’t mind working for an evil creature; or the sovereign may work posts are eerily silent.
through intermediaries, with the heroes only finding out the true The goals of the Dominion are equally mysterious. The sov-
purpose of their missions and the nature of their employer after ereigns spend most of their time conducting bizarre experiments.
the fact. A few specific ideas: This research covers a diverse range of subjects, and it is general-
• The great vaults of the Consuming Eye citadels are among ly impossible to identify a link between any two experiments. The
59

vast majority of this work involves arcane energies or the power ic message to all Enigma beholders and eyekin within 150 feet.
of the Void, but it is difficult to determine the end goal. One out- Slaves: The Dominion of Enigma does not make a practice of
post might create a mystical plague that affects elves with blue using slaves, except as fodder for its experiments. It may use
eyes and causes them to age at a tremendously accelerated rate – charmed wizards or clerics to perform a particular magical ritual
but the Dominion does not strike out against the elves, nor does it that the beholders cannot perform on their own.
attempt to refine the plague to affect other creatures. Another out- Subspecies: Sovereigns are the primary species found in the
post develops an alchemical substance that causes sorcerers who Dominion of Enigma. Shapers and observers are occasionally
consume it to lose all stored spell energy. A third summons found in the larger eyeholds, while monitors or gauths may over-
demons and crossbreeds them with halflings. But invariably, once see eyekin laboratories. Overseers, besiegers, and skirmishers are
an experiment is completed the work seems to be completely dis- not found in the Dominion of Enigma.
carded. Are the sovereigns of the Enigma working towards a Relationships with Other Dominions: The other Dominions
higher goal? Are they storing their knowledge for a greater con- find the sovereigns of Enigma to be a disturbing mystery. Enigma
flict? No one knows for certain, but even the other beholders are has always ignored all attempts at communication from the other
concerned. Dominions. While it never initiates hostile actions, its experi-
The shape and size of the Dominion of Enigma is another ments can be just as dangerous to other beholders as to people.
mystery. There are a significant number of Enigma sovereigns, When they have been attacked by other Dominions – including
but they rarely build citadels; if they have any sort of internal po- the Poisoned Eye and the First Eye – they have revealed bizarre
litical struggles or differences they cannot be seen by outsiders. and deadly magical weapons, including a blinding plague seem-
They do not appear to hold Triumphs, although given their tele- ingly keyed to the physiology of the enemy Dominion. However,
pathic nature it is possible that such events are conducted on a Enigma never engages in acts of retaliation; it repels the enemy
purely virtual level. and then continues with its work. Many believe that the Domin-
ions of Enigma and Revelations are both working on long-term
Number of Sects: Unknown (estimated 300 sovereigns) apocalyptic goals, and that the two may even be engaged in some
Alignment: Neutral evil. The true goals and intentions of the sort of invisible war; but the truth of this statement is impossible
Dominion are impossible to understand, but they seem to be un- to determine.
encumbered by traditions. Relationships with Other Species: Enigma has even less in-
Eyekin: The Dominion of the Enigma does not maintain terest in humanoids than it does in other beholders. Creatures that
large settlements. Where humanoids are found alongside the be- interfere with the Dominion’s plans are eliminated without mercy;
holders, at least 90% will be eyekin. Most Enigma eyekin are al- others are ignored or used as fodder for future experiments. Some
most as strange as their masters; they develop sallow skin and adventurers claim to have encountered Enigma sovereigns work-
have strange, awkward body language, and they have difficulty ing with the dreaded psionic masters of the underdark, but these
with any sort of social interactions. While they are devoted to their reports are unconfirmed.
beholder masters, at least as many Enigma eyekin follow the path Preferred Habitat: Enigma beholders are highly unpre-
of wizard as beholder cultist. This practice is encouraged by the dictable; an Enigma outpost can be found in almost any environ-
sovereigns, who make use of this arcane knowledge in their ex- ment. Presumably outposts and eyeholds are placed according to
periments. the needs of a particular research program, but it is impossible to
Enigma eyekin typically look down on all other creatures. verify this.
They will not discuss their masters or their work, and even they
rarely understand the true purpose of most of the experiments that The beholders of the Enigma are completely inscrutable.
they perform. But they devoutly believe that the sovereigns of Most humans have a difficult time telling them apart; Enigma be-
Enigma have a higher plan – and that by serving the Dominion holders do not wear any type of adornment, and all sovereigns
they will one day change the face of the world. It seems likely that speak with the same telepathic “voice.” An Enigma sovereign
the Dominion makes use of the Rite of Full Communion, but if so never shows any signs of emotion. On the rare occasions when an
the promise of such a reward is secondary to the honor of serving Enigma beholder does speak with a PC, it will be clear and direct
the Enigma. about its desires. It will not negotiate, and it will not offer any sort
Enigma eyekin suffer a -2 penalty on all Charisma based skill of explanation for its actions.
checks, and they do not receive the normal +3 racial bonus to Dis-
guise. However, all Enigma eyekin receive 3 bonus vision points. Appearance: Enigma beholders have tough, dark skin with
By spending 1 vision point, an Enigma eyekin can send a telepath- the texture of dried leather. They appear to be gaunt and wasted in
60

comparison to other beholders, although they are just as tough as ma. As a result, the party could receive a tip-off to the loca-
their cousins. Their eyestalks are stringy tentacles, and the small- tion of an Enigma outpost or lair from a cultist working for
er eyes are completely black, as if they are all pupil. An enigma another Dominion.
sovereign has a particularly disturbing feature: in place of a cen- • The Dominion of Revelations will often act to counter the ac-
tral eye, it has a swirling void of dark energy. Anyone standing too tions of the Enigma, generally by sending dream-visions to
close to this “eye” will feel a disturbing chill centered on the be- heroes in a place to act. Of course, the motives of the Reve-
holder; anyone who touches the void will be affected by the be- lations sovereigns are often just as mysterious as those of the
holder’s Ray of Darkness attack (see page 95). Enigma.
Sovereign Modifications: Enigma sovereigns are consider-
• A plague begins to spread across the city. It is clearly magi-
ably different from typical beholders. As a result, the Enigma sov-
cal in nature; it resists normal cure spells, and it only targets
ereign has its own entry in Chapter Eight. However; there is some
a strange subset of the population. Can the heroes track the
room for variety; for example, some Enigma sovereigns could
Enigma plague to its source and find a way to stop the
possess a poison or enervation eye ray in place of the contagion
spread?
eye ray listed in the entry.
In addition to the changed statistics of the sovereign, all Enig- • The party finds an Enigma lair and defeats the sovereign or
ma subspecies possess a few additional abilities. These include cultists who are maintaining it. They discover a bizarre and
the following: +1 Intelligence, +1 Wisdom, -1 Charisma, and the disturbing artifact – a giant heart attached to some sort of
addition of the Telepathic Communication ability possessed by crystal mechanism. Its purpose is unclear, but it is slowly
the Enigma sovereign. building power and is seemingly impervious to all harm. Can
Beholder Class Skills: Craft (alchemy), Intimidate, Knowl- the party find a way to destroy it before it becomes active?
edge (all skills, taken separately), Spellcraft • An Enigma sovereign approaches the party and asks them to
Cultist Skills: Intimidate, Knowledge (arcana), Knowledge perform a service – stating its request, offering its reward, and
(religion), Knowledge (the planes), Spellcraft refusing to explain further or to bargain. The quest may seem
Common Feats: Absorb Spell Energy, Focused Eye, Still to be reasonable – a strike against a group of drow that are ac-
Spell, any metamagic eye ray or item creation feat. tive within the area – but will the party trust the mysterious
Classes: An Enigma sovereign will typically acquire as many beholder?
eye of the void levels as it can based on its current hit dice and
level. Enigma beholders often pursue the path of the wizard; due The Dominion of the Eternal Vigil
to the nature of the sovereign’s central eye, it does not have an an-
“I fear.”
timagic field to prevent it from casting spells. Enigma juggernauts
are virtually unheard of.
With the power that a beholder sovereign possesses, one
Equipment and Treasure: Enigma beholders do not make
might think that there would be little that it would fear. But fear is
use of any of the beholder armor or weapons presented in Chap-
the driving passion of the Dominion of the Eternal Vigil – a para-
ter Five. They will use magical bracelets and crowns to enhance
noid conviction that all other creatures intend to destroy them, that
their powers, but these are bleak and functional – a stark contrast
the world and even the planes themselves are a death-trap created
to the gaudy jewels of the Dominion of the Consuming Eye. Their
to trick and trap the unwise beholder.
only interest in material wealth is for the use of their eyekin ser-
The different sects of the Eternal Vigil deal with this fear in
vants, but an outpost will often contain a variety of magical goods.
different ways. The Iron Guard hide behind massive fortifications,
As a result, Enigma beholders have standard coins and goods, but
creating barren buffer zones filled with traps for miles around
triple items.
their eyeholds. The only Iron Guard beholders who ever leave the
citadels and eyeholds are the juggernaut patrols who ensure that
Adventure Ideas no creature trespasses on the neutral zone. But other sects aren’t
Enigma beholders can turn up in almost any location. The willing to sit behind their walls and wait for the enemy to find a
goal of the Dominion is to present an eerie and disturbing foe – way past the defenses. The sovereigns of these sects believe that
what were they doing, and why on earth were they doing it? An the best defense is a good offense. Not wishing to put their own
example Enigma encounter can be found on page 75, but here are hides at risk, these beholders seek to manipulate the civilizations
a few other ideas: around them – using bribery and magic to seed conflict in nearby
• The other beholder Dominions fear the activities of the Enig- countries, starting feuds and even triggering wars. The Last Watch
61

within citadels are usually charmed on general principle, and
while the sovereigns allow cults they will typically destroy eyekin
who rise above 12th level. The apostle will be summoned to the
council, under the impression that he is to receive the Rite of Full
Communion; instead he is given a barrage of disintegrate rays.
Vigil eyekin are raised from birth to believe that their be-
holder masters are the only creatures that they can trust. All other
creatures are treacherous and deadly; the eyekin must take any ac-
tion required to protect the Dominion from these evil monsters.
This attitude has been ground into the eyekin for centuries, and it
is almost impossible to earn the trust of a Vigil eyekin or to con-
vince him to turn against his beholder saviors. Nonetheless, any
eyekin allowed to leave the subterranean eyeholds is trained to
conceal this fear behind a friendly face. In addition to establishing
cults in major cities, the Eternal Vigil will usually establish an
eyekin village above any Vigil outpost or lair, serving both to con-
ceal the presence of the beholders and to monitor the countryside
for signs of hostile activity.
Slaves: Aside from the eyekin, the Eternal Vigil does not
maintain any sort of permanent slave population. The sovereigns
dare not risk slaves breaking free of mystical control and rising in
revolt. Charm may be used to temporarily gain the services of a
are the masters of this technique; over the centuries they have se- critical agent in the outside world, but such a creature is never
cretly toppled dozens of empires. Yet they have no interest in con- fully trusted and will typically be slain as soon as he has served
quest; the risks of seizing land far outweigh the potential benefits. his purpose.
The beholders of the Eternal Vigil are quite content with the terri- Subspecies: All of the subspecies described in Chapter Eight
tory that they control; they will simply act to destabilize or destroy can be found among the Dominion of the Eternal Vigil, along with
any force that could pose a threat to one of their eyeholds – even the gauth. Observers and monitors keep a careful watch on all ac-
if that force doesn’t know that the beholders exist. tivities in and around a citadel or eyehold, while besiegers are
The net result of this policy is that the Eternal Vigil is one of poised on turrets throughout the cities, ready to unleash mystical
the Dominions most likely to be encountered in major urban death at a moment’s notice.
areas. The Eternal Vigil is obsessed with gathering intelligence Relationships with Other Dominions: The Eternal Vigil
and placing agents in positions of influence, and any large city or sees other beholder Dominions as an even greater threat than hu-
metropolis within 100 miles of a Vigil eyehold will certainly have manoid societies. It refuses to deal with any of the other Domin-
a beholder cult or even a lair monitoring this potential threat. ions eye-to-eye, and does whatever it can to strike against these
foes. Typically this involves tricking humanoids to do their dirty
Number of Sects: Nine (1,060 sovereigns) work, but Vigil sovereigns may also attempt to infiltrate eyekin
Alignment: Usually lawful evil. For the most part the Eternal into the cities or cults of the other Dominions, to strike at them
Vigil is a tightly structured society willing to make any sacrifice from within. The Eternal Vigil will only commit to outright mili-
in exchange for the illusion of security. However, a few Vigil be- tary action if it possesses an overwhelming advantage.
holders are driven mad by fear. These lunatic eyes tend to be Unlike most other Dominions, the different sects of the Eter-
chaotic evil; they roam the underworld, destroying any enemy nal Vigil are just as likely to fight one another as to fight other Do-
(which is to say, anything) that crosses their path. minions. The paranoia of the sovereigns runs deep, and the only
Eyekin: Vigil beholders trust eyekin more than other hu- beings they trust are those who were spawned by the same incu-
manoids. A charmed slave can always break free of control, bator. This can leads to bizarre webs of treachery and intrigue, as
whereas an eyekin slave whose family has served for ten genera- the different sects search for ways to infiltrate the operations and
tions is more trustworthy. As a result, 99% of the non-beholder citadels of their brother beholders.
population in a Vigil community is made up of eyekin. With that Relationships with Other Species: Vigil beholders never ne-
said, the beholders still keep a close watch on the eyekin. Those gotiate when they can manipulate. The sovereigns of the Eternal
62

Vigil have no interest in dealing with other races or other nations; trate and undermine local organizations.
they do not believe that there is any such thing as a trustworthy Common Feats: Dodge, Faster Flight, Improved Flight, Skill
ally. The Eternal Vigil will always attempt to act by subterfuge, in- Focus (Hide, Sense Motive). Eternal Vigil beholders place a high
filtrating eyekin or charmed agents into an organization to sabo- value on being able to avoid detection or escape quickly.
tage it from within. Classes: Eternal Vigil beholders generally advance using
Preferred Habitat: Subterranean. The beholders of the Eter- aberration levels. The more militant sects maintain small jugger-
nal Vigil prefer to build their fortresses in the deep underdark, and naut corps specialized in ranged combat, and a few sovereigns and
will attempt to establish a buffer zone between their eyeholds and monitors acquire rogue levels to help them spy on their many en-
any other civilization. emies.
Equipment and Treasure: The Eternal Vigil is obsessed
While a Vigil beholder is driven by fear, this does not make it with defense. Eyebane alloy and the shield gem were both Vigil
cowardly or stupid. It is simply constantly alert for every possible inventions. Vigil beholders will often wear enchanted battle har-
way in which the creatures around it could pose a threat. It will as- nesses or steel shrouds, and most magic items that they possess
sume the worst about the creatures it deals with, and consider should be associated with healing or defense. With this in mind,
every tactical option for dealing with any danger that these ene- use the standard treasure ratings given for the sovereign or sub-
mies could present. These beholders are actually surprisingly species.
skilled at verbal sparring, and have a knack for spotting underly-
ing tensions and using them to cause strife between former allies. Adventure Ideas
A Vigil beholder will not flee the moment combat occurs, but The Eternal Vigil is the Dominion that is most likely to at-
it will use every trick it can to gain an edge over its enemies – ap- tempt to infiltrate governments and organizations. The Vigil is ob-
pearing to flee in order to lead an enemy into an ambush or hall- sessed with having its eyes everywhere and destabilizing any
way of traps, for example. An Eternal Vigil lair or outpost will be force that could prove a threat. The party might uncover some of
loaded with traps and unpleasant surprises; the Dominion is ex- their actions or be caught in the middle of them. A few ideas:
tremely cunning when it comes to matters of defense.
• A prominent religious figure associated with the same church
While the members of the Eternal Vigil may appear to be
as one of the PCs begins to call for a crusade, inciting the
complete paranoids, the beholders have a fierce loyalty to the
faithful to rise up and renew an ancient rivalry. This preacher
other members of their own sect, and this trust is difficult to over-
is under the influence of an eyekin agent who has infiltrated
come. An adventurer may be able to trick a Vigil beholder into
the church (possibly posing as a cleric, but possibly just as a
turning on a humanoid ally, but he’ll never convince it that it has
servant or scribe). The eyekin is manipulating the priest using
been betrayed by its own sect.
essence of obedience (see page 50); as this is alchemical in-
stead of magical in nature, detect magic will not reveal the ef-
Appearance: The skin of an Eternal Vigil beholder has the
fect, and the priest truly believes that what he is doing is the
color and texture of exposed muscle; it is moist to the touch, but
right thing. Can the party uncover the plot before it results in
far tougher than it appears. The eyestalks are cords of muscle.
war?
Many smaller tendrils are scattered about the body, and these
twitch constantly. • The local eyekin cult has infiltrated both the thieves’ guild
Sovereign Modifications: An Eternal Vigil beholder suffers and the city watch, and is setting up conflicts that are seri-
a -2 racial penalty on all saving throws versus fear-related effects. ously weakening both organizations. Can the party expose the
However, the beholders have a knack for sharing their fear with provocateurs? If one of the characters is a member of one of
others; any Eternal Vigil beholder with a fear-related eyestalk re- the guilds, it may turn out that the eyekin agent is someone
ceives Focused Eye as a bonus feat for that eyestalk. Eternal Vigil whom she considered to be a trusted friend…
beholders receive a +4 bonus on any check to penetrate a disguise, • A powerful party may be hired to strike out against another
due to their intense suspicion and constant monitoring of the peo- Dominion or even another sect of the Eternal Vigil. This may
ple around them. be on the level; the Eternal Vigil prefers to use human
Beholder Class Skills: Bluff, Diplomacy, Move Silently, catspaws as opposed to putting its own agents at risk. Or it
Sense Motive. may be that the Vigil sovereigns consider the party to be the
Cultist Skills: Bluff, Diplomacy, Gather Information, Hide, greater risk, and is sending the heroes into a trap!
Sense Motive. Eternal Vigil cultists are expected to monitor local
events in order to discover threats to the Dominion, and to infil-
63

The Dominion of the Final Forge Number of Sects: Six (510 Sovereigns)
“I perfect.” Alignment: Lawful neutral or lawful good. The imposition of
order is the primary goal of the Dominion, and most Forge be-
holders truly seek to create societies that will protect the weak and
The Dominion of the Final Forge embodies the primal urge to the innocent.
impose order on a chaotic universe. The sovereigns of the Final Eyekin: The humanoid population of a Forge eyehold or
Forge see the world as being fundamentally flawed, and they seek citadel is almost entirely comprised of eyekin, with a few cultists
to eliminate chaos and to develop the perfect society. Many sov- of other races that have voluntarily emigrated from the surface.
ereigns of the Forge are actually lawful good, which can come as Forge eyekin are treated with far more respect than the eyekin of
quite a surprise to adventurers who encounter them; unlike the other Dominions. Eyekin apostles often sit on the beholder coun-
tyrants of other Dominions, their goal is to protect the innocent cils; while most Dominions distrust high-level cultists, the Final
from the chaos of everyday life. However, while their intentions Forge consider advanced cultists to be symbols of the power of
are good, the methods of the Forge can be disturbingly extreme. beholder-humanoid interaction, and typically encourage contin-
The Dominion of the Final Forge is comprised of six sects. ued growth instead of performing the Rite of Full Communion.
These are broken into two basic categories: The Anvil sects and Final Forge eyekin are typically earnest, civic-minded indi-
the Hammer sects. viduals. Like their masters, they are extremely detail oriented and
The Anvil sects seek to manipulate humanoid societies from are always trying to impose structure on chaotic systems. Forge
within, in order to create an orderly utopia. However, the sover- eyekin hate to act randomly and will always try to formulate de-
eigns are still attempting to determine the nature of the perfect so- tailed plans; they are also extreme sticklers for chains of com-
ciety; testing their social theories requires them to annex and con- mand and proper showing of respect for authority. Anvil eyekin
trol a humanoid community. Sometimes a sovereign will simply are typically spies and diplomats, while cults associated with
seize control of a hamlet or village, using charm monster to con- Hammer sects are more militant in nature. A Hammer cult in a city
vince the locals to follow its social scheme. Other times the Do- is expected to engage in vigilante action on behalf of the sect,
minion will infiltrate a larger community with the aid of eyekin eliminating organizations that pose a threat to order and stability
cultists. Cultists will seek to recruit or manipulate highly placed – especially agents of the Dominion of the Eternal Vigil.
members of society in order to slowly reshape the community in Slaves: The Final Forge does not enslave other creatures to
the direction the Dominion wishes. Unlike the Eternal Vigil, the use as labor in its eyeholds and citadels. However, Anvil sects
sovereigns of the Final Forge are actually seeking to improve the often use charm to “convince” humanoids to cooperate with their
lives of the people they manipulate, but their idea of a good life social experiments; the beholders see this as simply helping the
can vary from that of the average adventurer on the street. As needy make the right decision.
noted above, a beholder sees nothing wrong with charming an en- Subspecies: Overseers are common within the Anvil sects,
tire village in order to reduce crime; sacrificing a degree of free while skirmishers, gauths, and besiegers can be found among the
will is a small price to pay for order. Hammer sects. Monitors are common to both sides.
The Hammer sects are the militant arm of the Final Forge. Relationships with Other Dominions: The Dominion of the
These beholders seek to isolate and eliminate chaotic influences. Final Forge considers other beholder Dominions to be destabiliz-
They are especially concerned with the actions of other beholder ing elements. The Black Hammer sect is completely dedicated to
Dominions, especially the Eternal Vigil. However, when their lim- locating and eliminating the cults, lairs, and outposts of other Do-
ited resources permit they will actually strike against humanoid tar- minions, and the other Hammer sects will strike against other be-
gets. Hammer forces act with extreme precision, striking silently, holders whenever possible. While the Forge considers the Domin-
disintegrating all targets, and retreating as quickly as they arrived. ion of the Eternal Vigil to be the greatest threat to its long-term
The Dominion of the Final Forge could actually be valuable plans, the fiercest conflicts are often with the juggernauts of the
allies to a party of lawful characters, especially if the party gets in- Poisoned Eye.
volved in a long-term battle against one of the other Dominions. Relationships with Other Species: The Final Forge consid-
Of course, the extreme methods of the beholders may revolt soft- ers all humanoid societies to be fundamentally flawed, and thus
hearted players, while others may disapprove of any sort of change avoids any sort of open diplomatic contact with other races. It will
through manipulation regardless of its long-term intentions. And attempt to conceal its presence in an area while an Anvil sect in-
on the other side, it’s always possible that a group of powerful ad- filtrates or a Hammer sect builds up forces for an attack.
venturers will be seen as a disruptive, chaotic force and find itself Preferred Habitat: Final Forge eyeholds and citadels are in-
in the crosshairs of a Hammer disintegration squad... variably deep underground, but Forge lairs and outposts are typi-
64

cally beneath or close to humanoid communities. Like the Do- to improve their diplomatic skills. The Hammer sects maintain
minion of the Eternal Vigil, they will often conceal outposts be- juggernaut troops, and eyes of the void can be found in most
neath a village of eyekin. Forge eyeholds and citadels are rela- citadels.
tively lightly populated in comparison to the cities of other Do- Over the centuries the eyekin associated with the Hammer
minions; the citadels are heavily defended, but most of the sects of the Final Forge have developed a martial tradition com-
strength of the Dominion remains in motion in the field. bining monk and aberrant warrior levels. These Blades of the
Forge are often sent into urban areas suspected of harboring Eter-
A Forge sovereign is driven by an unshakable faith in the nal Vigil cultists.
righteousness of its actions. Without the selfless actions of the be- Equipment and Treasure: Use the standard treasure ratings
holder and its comrades, the world would collapse into chaos – given for the sovereign or subspecies. Hammer sect sovereigns
and only through the work of the Final Forge can it ever achieve may be equipped with steel shrouds and razorjaws. Anvil sects
its true destiny. This conviction easily matches that of a human generally collect magic items that enhance the owner’s ability to
paladin, and can be quite grating to humanoids. Any attempt to control others; a sovereign might have a bracelet of varied vision
convince the beholder that its own actions are flawed or too ex- allowing it to produce a second charm monster ray, while a mon-
treme will fail; as far as the beholder is concerned, the humanoid itor would have a bracelet of the iron eye.
mind cannot understand the true situation. Forge beholders will
generally attempt to avoid unnecessary conflict or death, but when Adventure Ideas
battle is joined they will strike precisely and without mercy. The The two styles of Forge sect present distinctly different ad-
beholder is a stickler for structure and procedure, and will take an venturing opportunities. Anvil cultists and beholders can appear to
immediate dislike to characters who display chaotic behavior. be working towards the same ends as the Eternal Vigil – and while
Forge beholders are likewise not noted for their senses of humor the motives of the Forge are in fact benevolent, the people of the
or appreciation for the arts; such things are a distraction from the society that is being manipulated may have no desire to be part of
vital mission that lies ahead. an aberration’s social experiment. Meanwhile, the Hammer sects
engage in brutal vigilante justice; this could work to the party’s
Appearance: A Final Forge beholder has many insect-like advantage if they are rescued from a deadly foe, or they could be
features. Its body is covered with chitinous plates. Colors vary by caught in between the Hammer and its foe. A few specific ideas:
sect, and include deep purple, a rusty red, and pure black. The eye-
• Resting en route in a small village, the party notices that the
stalks are also covered with chitin, with multiple joints along the
village seems too peaceful. There are no arguments of any
length of the stalk. The eyes of the beholder are bulging and mul-
sort. The local bandits just decided to give up their vile ways
tifaceted. Despite these insect characteristics, the beholder pos-
and serve as the local militia, and they seem to be happy with
sesses teeth instead of insect mandibles.
the decision. The mayor has given up his rich lifestyle to hoe
Sovereign Modifications: A Forge sovereign receives one
a field, and is devoting his wealth to acquiring better tools for
level of Improved Firing Arcs as a bonus feat; its multifaceted
the town. A Sense Motive check (DC 25) will reveal that
eyestalks are slightly more versatile than those of other sover-
these people are under the effect of magical manipulation.
eigns. However, it cannot take the Inner Eyelid feat.
Can the party locate the beholder (which could be a sover-
All Forge beholders possess a +2 natural AC bonus due to
eign, overseer, or a monitor with a bracelet of the iron eye)
their chitin armor, but they suffer a -1 racial penalty to all Initia-
hidden in the mayor’s home? If so, will they restore the vio-
tive checks.
lent and oppressive system that existed before?
Beholder Class Skills: Diplomacy, Knowledge (law),
Knowledge (local), Move Silently, Sense Motive. • A trader’s guild has been suffering from a series of mysteri-
Cultist Skills: Diplomacy, Gather Information, Hide, Knowl- ous setbacks. A number of their caravans have vanished with
edge (law), Sense Motive. Most forge cultists monitor events in no traces left behind. When the party is hired to guard a car-
the local community to carry out the agenda of the Dominion avan, they come under attack from a Hammer strike force.
through subtle manipulation and political action, though some are The merchants are actually smuggling proscribed goods and
called to fight at the side of the Hammer sects. the beholders see this as a disruptive influence. Will the party
Common Feats: Anvil – Focused Eye (charm monster), Skill discover the truth, and if so what will they do?
Focus (Diplomacy, Sense Motive); Hammer – Blink Attack, Fo- • A guild or organization that one of the characters is involved
cused Eye (disintegrate), Weapon Focus (ray) with has been infiltrated by the Dominion of the Eternal
Classes: Forge sovereigns often take levels in the expert class Vigil. A Blade of the Forge shows up and eliminates the Vigil
65

agent, who is an acquaintance of the party. Does the party sion for trophies as overlapping with the Consuming Eye, the dif-
fight first and ask questions later? What if the Blade needs ference is in the attitude towards these artifacts. The Consuming
their help to stop a larger Vigil plan? Eye collects wealth and relics for itself, and often hides them in
deep vaults. The First Eye collects trophies purely for the prestige,
• On the other side, the heroes may discover a Forge cult seek- and displays them as ostentatiously as possible; the point of these
ing to infiltrate the powerful organizations of a city. Assum- relics is to impress visitors with the power and accomplishments
ing the party doesn’t kill the agents, they discover that the of the Dominion. Similarly, the First Eye places a tremendous
Forge intends to institute a new form of government and value on public spectacles and holds lavish Triumphs.
cause the city to secede – a risky social experiment that could The First Eye is matched in size only by the Dominion of the
cause a war, but which could also be a vast improvement over Poisoned Eye. It is comprised of 13 sects. A few of the more
the current situation. Will the characters support this cause or prominent include the Great Western Protectorate, the All-Seeing
expose the cultists? Supremacy, and the Imperial Vision. Each sect lays claim to addi-
tional titles based on its position within the overall hierarchy of
the First Eye; the dominant sect bears the title Throne of the Do-
The First Eye minion. A sample full sect name might begin “The All-Seeing Su-
“I rule.” premacy of the First Eye, Throne of the Dominion, Keepers of the
Orb of Megroth, Bane of Zyryn Keep…” and keep going from
The First Eye is the embodiment of pride and the desire for there.
conquest. Where the Dominion of the Final Forge seeks to estab-
lish order, the sovereigns of the First Eye wish to exert power – to Number of Sects: Thirteen (1400 sovereigns)
prove their superiority to all other things. Alignment: Lawful evil. The First Eye traces its traditions
The arrogance of these beholders knows no limits. The sov- back to the laws of the original sovereign, and all members of so-
ereigns of the First Eye say that they were the first beholders to be ciety are expected to know their place in this natural order. Pun-
created when the Void discovered the world; as a result, they also ishment for insolence or insubordination is swift and deadly.
refer to their nation as the First Dominion. They are one of the pri- Eyekin: Approximately 25% of the humanoid population of
mary sources of tales of beholders fighting one another, as the an eyehold will be comprised of eyekin; this number rises to 40%
First Eye believes that it is its destiny to rule over all other be- in the citadels. Eyekin stand above the slaves of other species and
holders – or to destroy them. Of course, this thirst for conquest is are called upon to assist the overseers in managing and policing
not limited to other beholders. The First Eye is the only Dominion the slave population. But the eyekin are still far beneath the be-
that regularly attempts to conquer humanoid nations. The Eternal holders, and an eyekin would have to perform a truly amazing feat
Vigil and the Final Forge may manipulate nations from the shad- to be considered for the Rite of Full Communion.
ows, but the sovereigns of the First Eye actually lead armies of oc- Most eyekin take pride in their positions, and would rather
cupation, openly ruling the nations that they conquer and daring wear golden chains than be free. They believe in the divinity of
adventurers or other kingdoms to rise against them. When not their masters, and believe that they have been blessed by the Void
fighting other civilizations, the sects of the First Eye vie for su- and chosen to serve these demigods. But the arrogance that drives
premacy within the Dominion. Position within the First Eye is the First Eye flows through the veins of these eyekin as well.
based on territory held, nations conquered, and major trophies There have been a number of revolts led by eyekin who thought
possessed by the sect. Unlike the beholders of the Eternal Vigil, themselves better than their masters; the most successful of these
the sects of the First Eye will not actually go to war with one an- resulted in the formation of the Second Eye (see Chapter Nine).
other; but they may weaken the holdings of another sect or Cults of the First Eye work to prepare a region for conquest
arrange for the theft of a valued trophy in order to strengthen their by their beholder masters. These seed cults are spread across the
own position. world; they lure in the faithful with promises of power and high
The First Eye’s thirst for battle and conquest is matched only position once the region falls to the beholders. And so they slow-
by its vanity. The citadels and eyeholds of the First Eye are lavish ly spread their influence, waiting for the time when the beholders
spectacles, designed to impress visitors of all species. Monu- attack and their fifth column can play its part. Like the Final Forge
ments, murals, and fantastic trophies line the vast subterranean and the Eternal Vigil, a First Eye cult may attempt to infiltrate
plazas. Entering the gate of an eyehold, one might be faced with governments and powerful organizations within a city. But unlike
a virtual army of statues – the petrified remains of the greatest en- these two Dominions, the agents of the First Eye will not make
emies that have fallen to the sect. While some may see this pas- any immediate use of this influence. Their only goal is to gather
66

power for their masters; they will wait for generations if necessary (all the better to understand its slaves) and develops its voice until
until the day that the beholders finally emerge to lay claim to the it can speak in a range of impressive tones. The Dominion main-
region. tains a long tradition of oral history, and an eyehold council will
In addition to these undercover cultists, the First Eye main- gather regularly to hear tales of the great exploits of their sect and
tains an army of eyekin warriors. While the raw firepower of the their Dominion.
beholders may be the First Eye’s greatest weapon, eyekin and
other trustworthy slaves are required to maintain order in con- Appearance: Beholders of the First Eye are covered in glit-
quered humanoid nations. tering metallic scales, typically silver or gold in color. Their eye-
Slaves: The First Eye makes extensive use of slaves. Unlike stalks are like powerful serpents, and the pupils of their eyes are
most Dominions they rarely charm their subjects, preferring to the same metallic shade as their scales. A mass of shorter tendrils
rule through fear and force; the sovereigns savor conquest, and runs down the back of the beholder’s head; the overall effect is
magical rule would be too easy. However, if a potential slave pos- both leonine and draconic, and can be quite imposing. Jewelry,
sesses extremely dangerous and valuable skills – a high-level sor- weapons, and armor are extremely ostentatious, designed to im-
cerer, for example – they will resort to charm spells to ensure safe press and intimidate observers.
control. Sovereign Modifications: A typical sovereign of the First
Subspecies: All beholder subspecies can be found among the Eye has a 17 Charisma, which is to say a +6 racial Cha bonus.
First Eye. This Charisma bonus increases the saving throw DC of the sover-
Relationships with Other Dominions: The sovereigns of eign’s eye rays by 1. However, the egotistical nature of the be-
the First Eye firmly believe that it is their destiny to rule all other holder causes it to suffer a -3 racial penalty on any Bluff or Diplo-
creatures, including other beholders. The First Eye spends a great macy check.
deal of time fighting the other Dominions. However, their arro- Beholder Class Skills: Intimidate, Knowledge (geography),
gance is so great that they are willing to talk and trade with other Knowledge (history), Perform, Speak Language. While their arro-
Dominions, to prove that they have nothing to fear and to have the gance makes them poor diplomats, the sovereigns of the First Eye
chance to show off their power and achievements. Their most fre- have a strong tradition of oratory. They keep track of all past vic-
quent targets in battle are the Consuming Eye (due to the excel- tories, and study the world to plan future conquests.
lent trophies to be gained from the vaults of this Dominion) and Cultist Skills: Bluff, Diplomacy, Intimidate, Sense Motive,
the Poisoned Eye. Speak Language. The primary role of the cultist is to insinuate
Relationships with Other Species: In the eyes of the Do- herself into local power structures and await the arrival of the First
minion, all other species are fit only for conquest and slavery. If Eye.
members of another race encounter a First Eye sovereign, they Common Feats: Absorb Spell Energy, Farsighted, Improved
can expect to be slain or charmed and transported to the nearest Firing Arcs
eyehold or conquered city. Classes: Juggernauts are extremely common among the First
Preferred Habitat: The First Eye maintains vast eyeholds Eye. There are a handful of eyes of the void, but the pride and ar-
and citadels underground, but it actively seeks to conquer other rogance of the beholders often prevents them from attaining the
nations. Instead of creating hidden outposts, the First Eye seizes level of reflection and inner peace required to follow this path.
control of existing cities and transforms these into staging areas Equipment and Treasure: The First Eye makes significant
for future operations. use of beholder armor and weaponry. War bands of skirmishers,
besiegers, and sovereigns will be equipped with battle harnesses,
Beholders are arrogant by nature, and the beholders of the juggernaut plate, razorjaws, and ramming spikes. Military sover-
First Eye take this to extremes. A sovereign of the First Eye is one eigns possess triple goods for treasure, but the bulk of this treas-
of the most egotistical creatures an adventurer will ever meet. ure should have some combat application – either enchanted arms
Proud of its power and its lineage, the beholder considers all other and armor for the sovereign or miscellaneous items that enhance
creatures to have value only as slaves or sport. In addition to con- its combat abilities. All other treasure ratings should use the typi-
quest and battle, First Eye sovereigns will occasionally release cal value for the creature type.
parties of slaves into the underdark and hold hunting parties;
sometimes they will even give these prisoners weapons to make Adventure Ideas
the exercise a little more interesting. Alone among the Dominions, the beholders of the First Eye
First Eye beholders are extremely fond of the sound of their seek to directly conquer humanoid nations. At the start of a cam-
own voices. A First Eye sovereign often learns multiple languages paign using the First Eye, the gamemaster will have to decide if
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there are cities or nations that have fallen to the power of the Do- The Dominion of Flesh Reborn is quite small and has been in
minion. It is possible that the beholders have only just begun their existence for fewer than two centuries. Its origins are shrouded in
campaign of conquest in the region inhabited by the party. Per- secrecy, but is often said that the Flesh Reborn split off from the
haps the First Eye has been focusing its attention on the underdark Dominion of Enigma, and that the unusual appearance and pow-
and battling drow and other beholders. The Dominion could be ers of the Flesh Reborn sovereigns are the result of Enigma ex-
based on a distant continent where it holds sway over a vast realm. perimentation on their own kind.
Or perhaps the beholders once controlled a number of surface na- Within a campaign, the Dominion of Flesh Reborn presents
tions, but were forced back into the darkness in a great war – and an unexpected and entirely new style of beholder for adventurers
now they are finally returning to reclaim this ancient empire. to deal with – an aberration adapted to the forests and wilds in-
Other ideas: stead of the dark dungeons of the underworld. Aside from the nov-
• If the heroes do battle with the First Eye multiple times and elty, an encounter with a Flesh Reborn sovereign can be quite dis-
come to be recognized by the sovereigns of the Dominion, turbing; between twisted, awakened plants and feral eyetouched
they may at some point be invited to a Triumph. The behold- beasts, a region under the eyes of Flesh Reborn can be a very dark
ers claim that they will guarantee safe passage, merely wish- place.
ing to impress the humanoids with their power. Is this offer
genuine? This could be a once-in-a-lifetime chance to safely Number of Sects: Two (80 sovereigns)
enter a beholder citadel! Alignment: Neutral evil. The beholders of Flesh Reborn are
more attuned to the natural world than most beholders, and have
• First Eye cults often lack any direct tie to the beholders or any no interest in the rigid traditions or laws of Dominions like the
immediate agenda; the cult leaders simply build a power base Eternal Vigil or the First Eye. But despite this understanding of
and wait for the day it is needed. As a result, a small First Eye nature, the sovereigns spend most of their time finding ways to
cult can make a good low-level introduction to the eyekin; a torture and corrupt the creatures of the wild.
party can encounter the eyestalk bearing cultists and yet not Eyekin: There are no eyekin associated with the Dominion of
have to worry about fighting beholders or suffering retalia- Flesh Reborn.
tion from the Dominion for having spoiled a major plan. Slaves: The sovereigns of Flesh Reborn do not make use of
• The heroes could be in a community that comes under attack humanoid slaves. A sovereign will typically be attended by a num-
by a First Eye war band, or they could arrive in a town that ber of eyetouched animals (see page 112), which may or may not
has just been conquered. They might even be enslaved and be awakened. It will also generally use its awaken ray on the
sent to a beholder eyehold to serve the tyrants of the First plants near its lair, creating a disturbing living – and hostile – en-
Eye. Can they find a way to escape from this subterranean vironment.
prison? Subspecies: The Dominion of Flesh Reborn is comprised en-
tirely of sovereigns. However, it is possible that the Dominion
will create bizarre new subspecies, fusing animal and beholder
The Dominion of Flesh Reborn into something even more powerful than a normal eyetouched
“I reshape.” creature.
Most adventurers think of beholders as dungeon-dwelling Relationships with Other Dominions: The Dominion of
creatures. Aberrations are commonly found deep beneath the Flesh Reborn has little interest in the activities of other beholders,
earth, well-hidden from the light of the sun. But the Dominion of and its preferred habitat generally keeps it from coming into con-
Flesh Reborn has taken a far different path. The sovereigns of tact with these other tyrants. Flesh Reborn ignores the other Do-
Flesh Reborn live amidst the wilderness, making their lairs in minions, and they return the favor.
swamps, forests, and jungles. In these natural fortresses, the sov- Relationships with Other Species: The sovereigns of the
ereigns twist and alter the creatures of the wilds, creating bizarre Dominion are extremely reclusive. It is far more likely that ad-
new forms of life. Like the Dominion of Enigma, the intentions venturers will encounter the creations of Flesh Reborn than one of
and goals of the Dominion of Flesh Reborn remain a mystery. the sovereigns itself. When they do encounter humanoids, the sov-
Some believe that they are trying to create an entirely new world, ereigns invariably react with brutal hostility. Despite their shared
replacing the current natural order with their own strange eye- interest in nature, druids and the sovereigns of Flesh Reborn are
touched creations – that just as the Final Forge seeks to create the mortal enemies; where druids seek to preserve the balance of na-
perfect society by manipulating humanity, Flesh Reborn intends ture, Flesh Reborn seeks to reshape it in its own image.
to use its power over nature to reshape the entire world. Preferred Habitat: The sovereigns of Flesh Reborn build
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their lairs in the deep wilds. They can be found in almost any fer- magic items are more fragile than their metal counterparts, but can
tile environment, and prefer to avoid barren deserts, tundra, or in- be enchanted with the same spells.
hospitable caverns. Sovereigns will rarely establish themselves
near large humanoid communities, but may set up a lair near a Adventure Ideas
smaller village – thus providing a target to test new eyetouched The Dominion of Flesh Reborn is made up entirely of sover-
creations. As noted above, a sovereign will awaken the plants in eigns, which initially makes it too great a threat for a low-level
the region and create strange and terrible new creatures; wherev- party to deal with. However, the sovereigns themselves are quite
er the Flesh Reborn establishes itself, the wilds become dark and reclusive, and a party of adventurers could battle against the
deadly. strange creations of the Dominion for quite some time without
ever encountering their mysterious master. Eyetouched animals
Flesh Reborn sovereigns are solitary and reclusive. They can make interesting and disturbing enemies for low and mid-
rarely speak to humanoids, preferring to slaughter trespassers with- level parties – a disturbing harbinger of greater troubles on the
out warning or a chance to parley. They possess the supernatural horizon. The encounter “Subversion” (page 78) provides an ex-
ability to communicate with plants and animals, and a Flesh Re- ample of how eyetouched creatures could be introduced into an
born sovereign generally spends most of its time communing with adventure to foreshadow an eventual conflict with the Dominion
the world around it or twisting the flora and fauna into strange new of Flesh Reborn. A few other ideas:
forms. The results are often horrific, and many of the creatures
• A sovereign of Flesh Reborn had a lair in a forest near a vil-
seem like they must be in terrible pain; however, the power of the
lage, but recently it was killed (by a traveling tyrant hunter, a
sovereign’s awaken eye ray bends its creations to its will.
sovereign of the Final Forge, or agents of the Poisoned Eye).
The sovereign is no longer creating new terrors, but the
Appearance: A Flesh Reborn sovereign is covered with
woods still contain the remnants of its earlier experiments.
thick, coarse fur, usually mottled with patterns of black and
Now a villager has gone missing in the haunted forest. Will
brown. The jaws and teeth of the sovereign are far larger and
the party venture into the disturbing woods to rescue her? If
stronger than those of its counterparts in other Dominions. Its eye-
so, they may find remnants of the beholder’s treasure hoard
stalks resemble small paws or arms, jointed and covered in a fine
in addition to the creatures it left behind. Such an adventure
fur. Its eyes are generally golden in color, with reflective, slitted
could be designed to accommodate low level parties or more
pupils. It rarely speaks a humanoid languages, but when it does its
powerful groups, depending on the nature of the eyetouched
voice is a deep rumbling growl.
creatures that inhabit the woods.
Sovereign Modifications: The sovereigns of Flesh Reborn
are virtually a unique subspecies unto themselves; full statistics • Two Flesh Reborn sovereigns have established lairs on either
for the Flesh Reborn sovereign can be found on page 96. side of a rural community. Each sovereign is creating a dif-
Beholder Class Skills: Handle Animal, Intimidate, Knowl- ferent style of eyetouched monstrosity, try to create its perfect
edge (nature), Survival, Wild Empathy. Wild Empathy functions species. These creations tend to battle each other at the
as the class ability of the ranger or druid, but the beholder may halfway mark – where the village is. Can the party locate and
purchase ranks with it as if it were a Charisma based skill. destroy the sovereigns before this Darwinian experiment goes
Cultist Skills: Flesh Reborn does not sponsor cults. too far?
Common Feats: Dodge, Frenzied Bite, Razor Jaws
Classes: Flesh Reborn sovereigns typically advance by ac-
quiring aberration levels, although they may take levels in the eye The Dominion of the Poisoned Eye
of the void prestige class. A tiny handful of Flesh Reborn sover- “I hate.”
eigns actually take barbarian levels, flying in a fierce frenzy into
the midst of battle. It is a common belief that beholders are vile, xenophobic
Equipment and Treasure: The beholders of Flesh Reborn creatures that hate and destroy all other forms of life. Needless to
have no interest in material wealth, and lacking humanoid ser- say, this is far from true. It’s only the beholders of the Poisoned
vants to forge goods for them, they rarely create their own goods. Eye that feel this way. These creatures are the pure embodiment
Most of the hoard of a Flesh Reborn sovereign will be the remains of hate and malice. The typical sovereign of the Poisoned Eye
of unfortunate travelers who fell prey to the beholder or its min- wishes to destroy all other living creatures, aside from its brethren
ions. However, the beholders do occasionally form magic in the Poisoned Eye; what’s more, it wishes these deaths to be as
bracelets, rings, or amulets out of mystically warped wood. These slow and painful as possible.
69

The Poisoned Eye is the Dominion that adventurers cross Number of Sects: Twelve (1,950 sovereigns)
paths with most frequently. It is the largest Dominion, and one of Alignment: Usually lawful evil. The beholders of the Poi-
the least subtle. Typically a sovereign will establish a lair, seize soned Eye maintain strict discipline among their eyeholds, and
control of a troop of hooligans – a tribe of goblinoids or mon- those who fail to uphold the laws and traditions of the Dominion
strous humanoids, a band of brigands, or a thieves’ guild – and will suffer agonizing and horrific punishments. However, there
immediately begin raiding settlements. A sovereign has no inter- are a few rogue beholders who simply enjoy causing suffering for
est in the safety of its soldiers; it hates them as much as anything its own sake; these Poisoned Eyes may be any evil alignment.
else, and is happy to see them die as well. Occasionally, however, Eyekin: For whatever reason, the Poisoned Eye does not pos-
a sovereign or a clever cult leader will come up with a slightly sess a large number of eyekin; as a rule, only 5% of the humanoid
more sophisticated plan. The Poisoned Eye does not have the population of a Poisoned Eye community will be made of eyekin.
same knack for manipulation as the beholders of the Eternal Vigil, Poisoned eyekin are treated little better than slaves of other races.
but they may take advantage of existing racial, political, or eco- As a result, they strive to prove themselves worthy of the Rite of
nomic tensions to cause riots or other forms of violence. They Full Communion. The Poisoned Eye version of the rite only re-
may also destroy critical supply lines or resources, just to watch a quires the target to possess a combined total of 8 beholder cultist
community suffer or starve. If it causes pain and suffering, it is a or aberrant warrior levels. The honor is typically bestowed on eye-
balm to the black soul of the Poisoned Eye. kin that prove themselves in battle or cause chaos and death in a
A typical encounter with the Poisoned Eye involves a single humanoid community, but it may also be performed simply to fill
sovereign and its slaves or soldiers. Few adventurers ever see the the sovereign ranks after a major battle.
full might the Dominion can muster – this firepower is reserved for Slaves: The Poisoned Eye has many goblinoids, orcs, and
battles with other beholders. For as much as they hate all other liv- ogres among its slaves. These creatures are strong, used to a life
ing creatures, the sovereigns of the Poisoned Eye have a greater of constant war, and typically willing to submit to powerful lead-
loathing for the beholders of other Dominions and they devote the ers. The Poisoned Eye does not possess overseers, and generally
vast majority of their resources to fighting their tyrant cousins. rules its slaves through use of fear and force; swift, brutal punish-
When it comes to war, the Poisoned Eye can assemble fearsome ment and gruesome examples keep the slaves in line.
armies of plate-armored juggernauts. If the Poisoned Eye ever Subspecies: The Poisoned Eye produces sovereigns at an ab-
turned these armies against humanoid civilization, the carnage normally high rate, in part through the Rite of Full Communion;
would be horrifying. Luckily for the surface world, the First Eye this makes up for the significant losses associated with its endless
and the Eternal Vigil have managed to hold off the power of the war against the world. However, the incubators of the Dominion do
Poisoned Eye for many generations; as long as this stalemate can not produce overseers, besiegers, skirmishers, or even gauths; its
be maintained, the Poisoned Eye will be held in check. armies are comprised entirely of sovereigns and slaves.
The Dominion of the Poisoned Eye is currently divided into Relationships with Other Dominions: The sovereigns of
12 sects, which are known as battalions. Despite their hatred for the Poisoned Eye harbor a burning hatred for all other beholders.
other creatures, the bond between the beholders of the Dominion Their greatest foes have always been the Dominion of the Eternal
is extremely strong and the battalions frequently perform joint op- Vigil and the First Eye, but they will seize any opportunity to
erations. Within a city or eyehold, the Dominion is run with strict strike at another beholder. The sole exception is the Dominion of
military precision. Outposts are relatively rare, and maintained as Enigma. While the details are a carefully guarded secret, there are
beachheads for military operations. The Poisoned Eye maintains a rumors that the Poisoned Eye lost two entire battalions after at-
large network of lairs, but a given lair rarely lasts for long; as the tacking an Enigma citadel; according to the stories, ever since that
goal is to cause death and destruction, a beholder will typically ei- day the Poisoned Eye will not attack Enigma sovereigns.
ther destroy the local community and move on, or be successful- Relationships with Other Species: As a Dominion, the Poi-
ly driven out or slain. These posting are usually given to young, soned Eye interacts with other races only in order to enslave or
inexperienced sovereigns, and are seen as an opportunity to gain destroy them. Poisoned Eye citadels are surrounded by a large,
experience and earn a place in the great army. desolate buffer zone in which all living creatures have been erad-
Within a campaign, the Poisoned Eye fills the traditional icated, and the drow and duergar know enough to avoid these
stereotype of the beholder – evil and filled with hatred, leading areas. However, lone beholders may be willing to deal with pow-
armies of monsters against beholders and other creatures for the erful groups or guilds – at least, until the beholder is in a position
sheer pleasure of it. If an adventure calls for a random beholder to seize power over the group.
encounter with no long-term story attached to it, the Poisoned Eye Preferred Habitat: The beholders of the Poisoned Eye pre-
is the best choice. fer traditional subterranean lairs.
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The sovereigns of the Poisoned Eye are filled with malice and
hatred for all living things. A sovereign takes great pleasure in tor-
turing other creatures; when fighting an inferior opponent, a sov-
ereign may use inflict moderate wounds instead of finger of death
or disintegrate, just to extend its victim’s pain. Psychological tor-
ture is just as satisfying as physical pain; another favorite trick is
to combine slow and fear, terrifying a peasant while restricting his
ability to flee. While the members of the Poisoned Eye are filled
with hate, they are not blinded by it; they are still highly intelli-
gent and capable of considerable cunning. They just don’t have
the Eternal Vigil’s patience for long-term scheming.
The Poisoned Eye has a far higher concentration of sover-
eigns than most of the other Dominions. As a result, there is a
more organized hierarchy among the sovereigns, based on mili-
tary victories. This is reflected both by the decorations a sovereign
can wear, and the height at which it will float when in the pres-
ence of other sovereigns.
Appearance: Each sect of the Poisoned Eye has a slightly
different appearance. All are green in color, although the precise
shade varies from sect to sect. Some are covered in reptilian
scales, others a hard shell or tough leathery hide. Many have rows
of small horns or ridges scattered around their bodies; while these
are not large enough to inflict serious damage, they add to the be-
holder’s intimidating appearance.
Sovereign Modifications: The sovereigns of the Poisoned
eye are the most common beholders and the ones that adventurers
are most likely to have encountered in the past. They do not pos-
sess any unusual abilities.
Beholder Class Skills: Diplomacy, Intimidate, Move Silent-
ly. Poisoned Eye sovereigns prefer to use force and fear to ensure
cooperation, but the Dominion possesses a few skilled diplomats.
Cultist Class Skills: Diplomacy, Hide, Intimidate, Move
Silently, Open Locks. Poisoned Eye cults vary considerably.
Some cults are little more than bands of cutthroats and killers. In solitary sovereigns are rarely thus equipped. The magic items that
larger cities, cults typically focus on rabble-rousing, using the or- a beholder possesses will depend on its assignment; common
atorical skills of prominent cultists to stir up riots or conflict with- choices may include an amulet of health, bracelet of the iron eye,
in the community. Unlike the Dominion of the Eternal Vigil, the bracelet of varied vision, brooch of shielding, ioun stone (pearly
Poisoned Eye rarely plans out long-term schemes or sets up major white) or ioun stone (pale lavender).
conflict; its goal is to cause as much pain and suffering as it can
as quickly as possible. Adventure Ideas
Common Feats: Blink Attack, Improved Firing Arcs,
As noted earlier, the beholders of the Poisoned Eye are ideal-
Weapon Focus (ray)
ly suited for random encounters; their schemes are often quite
Classes: The solitary beholders encountered in lairs are inex-
simple, but need to be stopped quickly before they can threaten
perienced and generally only have aberration levels. Experienced
innocents. Specific ideas:
sovereigns typically possess juggernaut levels; eyes of the void
are extremely rare. • A group of bandits has been raiding a village. The party de-
Equipment and Treasure: As listed. The juggernaut bands feats the brigands, but discovers that they were working for a
the Poisoned Eye deploys in full-scale battles will be equipped beholder sovereign. The party doesn’t have the power to face
with eyebane plate armor and ramming spikes or razorjaws, but a sovereign in fair combat – can they find a way to overcome
71

the deadly aberration? Revelations remain a mystery, but the most common theory is that
• The party comes upon a ruined village whose inhabitants the sovereigns seek to maintain some sort of balance between the
have been slain in a juggernaut strike. Will the party loot the other Dominions.
remains, or try to find out what happened to the villagers? In Eyekin: Like the Dominion of Flesh Reborn, the Dominion
fact, this is the work of a squad of juggernauts that is on a of Revelations does not have eyekin servitors.
killing spree. Can the party find a way to defeat these mon- Slaves: The Dominion of Revelations does not use slaves.
sters before more innocents die? Subspecies: There are rare stories of creatures that could be
Revelations monitors acting as messengers for the Dominion.
• While traveling through the underdark, the party finds its path These tales may or may not be true, but aside from this the Do-
blocked by a pitched battle between forces of the Poisoned minion is composed entirely of sovereigns.
Eye and the Eternal Vigil. Can they find a way across the bat- Relationships with Other Dominions: The sovereigns of
tlefield without being slain or petrified? Revelations avoid all contact with other beholders. Due to the fre-
• A charismatic rabble-rouser is stirring up dissent among the quency with which the Dominion of Revelations meddles with
poor and wretched of a major city. Can the heroes expose the their plans, most beholders will attempt to kill any Revelations
hatemonger’s beholder connections before the city goes up in sovereign that they encounter.
flames? Relationships with Other Species: The Dominion of Reve-
lations avoids all contact with other creatures, communicating
The Dominion of Revelations only through whispered messages and cryptic dreams.
Preferred Habitat: The sovereigns of Revelations spend
“I reveal.”
their entire lives floating in the air, hidden among cloud banks and
Few creatures will ever see a member of the Dominion of scrying on the world below. They are solitary beings that do not
Revelations. These mysterious sovereigns are aerial creatures who construct communities, and while the Dominion must possess an
spend their lives far above the earth, watching the lives and incubator, its location is a closely guarded secret.
dreams of the creatures far below. Like the Dominion of Engima,
the motives of Revelations are impossible to determine. The sov- Revelations sovereigns prefer to avoid all direct contact with
ereigns speak through cryptic visions, sending mysterious dreams humanoids, working instead through dreams, whispering wind,
and whispers on the wind to those they choose to communicate and scrying. If a creature somehow forces a confrontation with the
with. These riddles and images may guide a hero on a great quest, sovereign, it will either attempt to drive the impudent being insane
or they may send him on what seems to be a wild goose chase – or use its geas ray to force the nuisance to leave. When it does
but there is always the sense that there is some meaning and pur- speak, a Revelations beholder is invariable cryptic and mysteri-
pose, even if it escapes the vision of the adventurers. More often ous, speaking in riddles and hints. It will never explain its reasons
than not, the visions sent by the sovereigns will lead characters for sharing information; it is extremely unusual for a sovereign to
into conflict with other beholder Dominions and their servants. respond to any kind of question at all.
Some believe that the Dominion of Revelations seeks to Appearance: The skin of a sovereign of Revelations is a
maintain some strange balance between the different Dominions. shimmering blue-white, while its eyes have an opalescent quality.
Among the beholders themselves, the sovereigns believe that the The color of its flesh shifts with its mood – as it gets angrier its
Dominion of Revelations is working towards some vast millenni- skin darkens, like a cloud threatening rain. When the sovereign is
al scheme – and many are deeply afraid what the outcome of this angry, tiny sparks of electricity will arc about its body. It does not
grand plot might be. possess a mouth and cannot physically speak.
Most sages believe that there is only one sect among the Do- Sovereign Modifications: Sovereigns of the Dominion of
minion of Revelations, but it is impossible to be sure of anything Revelations are quite different from the sovereigns of other Do-
with this mysterious clan. minions. Statistics for the sovereign can be found on page 98.
The Dominion of Revelations gives the gamemaster an ex- Beholder Class Skills: Diplomacy, Knowledge (all skills,
cellent way to draw the party into beholder-related adventures, as taken separately), Spellcraft, Sense Motive
the Dominion sends visions guiding them into conflict with the Cultist Class Skills: As the Dominion avoids any prolonged
vile beholders. contact with humanoids and does not possess eyekin servitors, it
does not have any associated cults.
Number of Sects: Unknown (50 sovereigns) Common Feats: Absorb Spell Energy, Blindvision, Visions
Alignment: Neutral. The true motives of the Dominion of of the Void
72

Classes: Revelations sovereigns focus on the eye of the void to determine what the beholder wants to know – the question is
prestige class interwoven with aberration levels. A few follow the why anyone would bother. The fundamental principle that drives
path of the psion. Juggernauts and other combat classes are com- the Watching Wheel is, “What happens if…?”
pletely unknown within this Dominion. “What happens if five adventurers are trapped at the bottom
Equipment and Treasure: As aerial creatures who remain of a 200 foot pit?”
far above solid land, the sovereigns of Revelation do not collect “What happens if the villagers believe that a dragon is com-
material goods of any sort. ing to attack them in one day?”
“What happens when a traveler finds his path blocked by
Adventure Ideas 90,000 bananas?”
The sovereigns of Revelations are a mysterious force of cryp- In many ways, the Watching Wheel can seem like a bad joke.
tic information. Virtually impossible to reach, the beholders send And some of its experiments are truly laughable. But some are
dreams and visions from the sky. These images may draw the deadly – and the beholders themselves still have the full arsenal of
party into beholder-related adventurers, or they could be tied to the sovereign to draw upon. The beholders have very short atten-
other events in the world. Which should in itself raise questions: tion spans, and it’s not good when a creature with the power to
Why are the beholders interested in these events? What ties them disintegrate things decides that it’s bored of looking at you.
together? Is there some grand hidden agenda – and if so, what is The Watching Wheel can serve a variety of roles in a cam-
it building towards? It is worth noting that unless the sovereign re- paign. It can certainly be used as comic relief; the bizarre experi-
veals its identity, there is no way for a character to determine the ments that Wheel sovereigns come up with can become an ongo-
identity or nature of her mysterious informant. Will the heroes ing source of humor through a series of adventures. It is also the
trust the mysterious voice in their dreams – and will that trust be case that the Wheel is one of the safer Dominions to approach, if
shattered if they find out that their oracle is a monster? the party needs to talk to a beholder; the Wheel has no interest in
In general, the sovereigns of Revelations play a supporting conquest or destruction. The problem is, you never really know
role in adventures, as opposed to being the focus of the adventure. what a Wheel beholder will do from one moment to the next. And
“The Endless Children” on page 75 gives an example of how the again, just when the heroes think that the Wheel sovereigns are
Dominion could help to drive the action of an adventure. Howev- harmless tricksters, it’s time to unleash that barrage of deadly
er, here’s another idea for an adventure focusing on these myste- rays…
rious sovereigns:
• After the party has been helped by the Dominion of Revela- Number of Sects: Four (310 sovereigns)
tions a few times, they are hired by a priest of the Cleansing Alignment: Chaotic evil or chaotic neutral. The beholders of
Light (see page 114) to join a warband that will be fighting a the Watching Wheel are completely driven by curiosity, and shift
deadly aberration. If the players take on the task, they are from one bizarre scheme to another in the blink of an eyestalk.
brought to a flying ship, and shortly come upon their target – They have little interest in conquest, but most sects have very lit-
a sovereign of Revelations. Just before the battle begins, the tle compassion for other living creatures; these researchers will
sovereign uses whispering winds to speak to one of the heroes torture or kill other beings without a second thought if it supports
– revealing itself to be their mysterious dream informant. Can an experiment.
the adventurers find a way to stop the attack and save the sov- Eyekin: The citadels and eyeholds of the Watching Wheel
ereign? Was the attack innocent, or is the church being ma- have a very small humanoid population, and in the typical com-
nipulated by the Dominion of Enigma or the Eternal Vigil? munity it is entirely comprised of eyekin. While technically
slaves, most eyekin share the beholders’ passion for trivial re-
search and are more than willing to serve their multieyed masters.
The Dominion of the Watching Wheel Wheel eyekin tend to be absent-minded and flighty. There are no
“I wonder.” independent Wheel eyekin communities on the surface, and the
eyekin do not establish cults; however, a band of eyekin may re-
The sovereigns of the Watching Wheel are driven by pure cu- ceive permission to go to the surface world in order to carry out a
riosity. The Dominion is obsessed with the acquisition of the most particular experiment, and it is this sort of work that can earn an
bizarre and trivial pieces of information. While this may sound eyekin the opportunity to participate in the Rite of Full Commu-
like the Dominion of Enigma, the two couldn’t be more different. nion.
Generally, it is impossible even to determine the purpose of an Slaves: The sovereigns of the Wheel do not make a practice
Enigma experiment. With the Watching Wheel, it is easy enough of gathering slaves. A sovereign may enslave creatures for use in
73

a specific experiment, but it is equally likely to set them free or Cultist Skills: Appraise, Decipher Script, Gather Informa-
disintegrate them once the experiment is finished. tion, Knowledge (any two). The Watching Wheel does not main-
Subspecies: Most of the subspecies can be found in Wheel tain organized cults, and it does not actively recruit cultists. Be-
citadels. However, the Dominion does not possess overseers, and holder cultists associated with the Dominion are simply trusted
skirmishers are quite rare. servants that can develop a connection to the Void over time.
Relationships with Other Dominions: Most of the other Common Feats: Blindvision, Improved Firing Arcs, Visions
Dominions consider the Watching Wheel to be fairly harmless. of the Void
The Wheel has reasonably good relations with the Consuming Classes: Watching Wheel beholders lack the patience for de-
Eye and the First Eye. Wheel sovereigns are fascinated by the Do- voted study; most simply advance using aberration levels.
minion of Enigma, but attempts to interact with this Dominion Equipment and Treasure: Beholders of the Watching Wheel
have generally been disastrous. possess the typical treasure rating given for their type. Sovereigns
Relationships with Other Species: The Wheel is too chaot- do not wear armor or use weapons, but may possess magical jew-
ic to maintain organized relations with other races. However, as els or jewelry. Sovereigns of the Watching Wheel have a particu-
the beholders have no real interest in harming other creatures, lar fascination with ioun stones, and will go out of their way to
their eyeholds and outposts can be found relatively close to the collect these mystic crystals.
communities of other underdark species. Drow mages occasional-
ly trade information with Wheel sovereigns, although the drow Adventure Ideas
are wary of the unpredictable tyrants. The Dominion of the Watching Wheel is ideally suited to di-
Preferred Habitat: The Dominion of the Watching Wheel versions and short encounters. “The Experiment” (page 77) is a
builds its eyeholds and citadels beneath the ground, but most sov- perfect example of a strange Wheel experiment. These can give
ereigns prefer wandering the world to lurking below the surface of lower level characters an opportunity to interact with a beholder
the earth. in an environment that is not directly confrontational. A few other
ideas:
The key word for the Wheel sovereign is unpredictable. One
• A Wheel researcher petrifies a beloved NPC and absconds
moment you might be having a friendly discussion about an ex-
with the body. When the party tracks the beholder to its lair,
periment you just went through – and the next, it’s petrified you
they find a dozen identical statues – which one is their friend?
to see how your friends will react. In general, if you are cooperat-
What if the beholder has used intermediaries to sell these stat-
ing with the beholder’s experiment, it will be quite friendly. The
ues to various wealthy collectors – can the players locate
only problem is that a Wheel sovereign will rarely consult with
them all and find a way to recover them from the connois-
you before bringing you into its experiment – and quite often,
seurs?
those experiments can be deadly.
• Using disintegrate, a beholder traps a low-level party at the
Appearance: The beholders of the Watching Wheel have bottom of a deep pit. It wants to see who they’ll eat first, or
strange, stony flesh that has an appearance similar to marble or how they will deal with adversity. Can the characters come up
jade. The eyestalks of a beholder poke out of cracks in the rocky with a way to get out of the pit and evade the beholder?
shell, and give the impression of writhing albino snakes or pale • A beholder and its group of eyekin servants have created a
worms. The central eye of a Watching Wheel beholder is larger dungeon in an old ruin. They begin to spread rumors and false
than usual, in comparison to the beholders of other Dominions. legends in the nearby city, curious to see what will draw ad-
Sovereign Modifications: Sovereigns of the Watching venturers and how heroes will respond to various psycholog-
Wheel possess a confusion eye ray in place of slow. All beholders ical tests within the dungeon.
of the Dominion receive an additional +2 natural bonus to AC, but • A Wheel eyekin trying to earn the Rite of Full Communion
suffer a -3 racial penalty on all saving throws against petrification believes that what she needs to do is to steal an artifact from
effects. an outpost of the Dominion of Enigma. Can she convince the
Beholder Class Skills: Appraise, Decipher Script, Knowl- party to help her? And if so, what horrors will they find in the
edge (all skills, taken separately) mysterious outpost?
74

Beholder Encounters
So far, this chapter has provided general material for includ- kidnapper can be brought to justice. But this is only the latest in a
ing beholders in a campaign. This section provides a number of string of apparent abductions. Characters cannot avoid hearing
specific, detailed encounters that can be used to introduce one or that at least 10 children have gone missing in the last few months,
more of the beholder Dominions into an adventure. These en- most of them from the lower-class areas of the city. Anyone suc-
counters are designed to be added into an ongoing adventure, as ceeding at a Gather Information check (DC 15) will discover that
opposed to occupying a full gaming session. “The Experiment” 12 children are known to have vanished over the last four months,
and “Subversion” are both traveling encounters that could occur three at a time.
on the road as the party is heading to or from the main event of the Indeed, two other children disappeared last night as well, al-
session. “The Endless Children” is an urban encounter. Perhaps though their poor families don’t have any reward to offer beyond
the party has stopped in a town for that night, or perhaps they have gratitude. Between the disturbing dream, the reward, and any
returned triumphant from a successful adventure but still have an sense of guilt they possess, most players will be straining to get
hour to kill. Either way, these encounters provide a brief but in- into the sewers and investigate. Those who don’t will have the
triguing glimpse into the world of the beholder, along with a num- dream every night for two weeks, unless they give in first. This is
ber of hooks to pull the heroes further in over time. actually a sending from a beholder of Revelations, moving in its
mysterious dance with Enigma, and it is the only direct assistance
The Endless Children it will give the characters.
Finding the grate from the dream isn’t difficult, as it’s in one
Encounter Level: 14 (9 if sovereign is replaced with greater of the city’s most identifiable areas. A bazaar or merchants’ center
overseer) is perfect for this, as it is easy to recognize but largely abandoned
after dark. Unfortunately, characters will hit a brick wall if they at-
Setting: Any large urban area, on the third night of the new moon
tempt to recruit help for an expedition. The families of the miss-
Summary: A dream leads characters to an Enigma beholder and ing children are not combatants, and the authorities can’t or won’t
its servants, who are performing disturbing experiments with kid- act on evidence from a dream. They might offer their sympathy to
napped children. the players and give them free run of the tunnels, but they won’t
dispatch their own forces down there without evidence. If anyone
This encounter is designed to introduce players to the Do- attempts to find out about the man with an eye on his hand, a
minion of Enigma, and in a more subtle way to their brethren of Gather Information check (DC 25) will uncover that two recent
Revelations. It presents Enigma’s bizarre and disturbing flavor theft complaints have mentioned a man with an eye tattooed on
and, while players can’t undo all the harm caused, they can at least his hand; he has not been apprehended.
rescue a handful of terrified children from an unsettling fate. The sewer entrance is easy to find, and the tunnel beneath is
This encounter should occur when the party is resting in a city wide enough for a heavily armored character to just squeeze in-
or large urban community; they may be passing through the area, side. However, the grate covering it is bolted from the inside, re-
or it may be their regular base of operations. In the middle of the quiring a Strength check (DC 10) to force it open. This is unusu-
night one of the characters awakens in a cold sweat. The memory al, but not unheard of in large cities that don’t want random citi-
of a vivid dream is burned into their mind – a fearful child being zens lost in their often-extensive sewer networks. A series of iron
hustled through the nighttime streets, a dagger pressed to his rungs leads to the foul-smelling tunnel below.
throat by his captor. The man holding him has a realistic tattoo of Almost directly across from the rungs is the entrance to a hid-
an open eye on the back of his knife hand. He drags the child into den outpost, a set of tunnels used by an Enigma beholder and the
a narrow sewer entrance in the middle of one of the city’s land- eyekin cult serving it. Discovering the entrance can be as easy or
mark areas, and as he does, his tattoo looks in the dreamer’s di- difficult as desired; the sewers are generally private enough for
rection and blinks, ending the dream. the cult’s purposes, and they are careful to avoid being seen as
The next day, the whole city is abuzz with news of a kidnap- they enter and exit, so they don’t need to take many special pre-
ping. The victim was the youngest son of a prominent family, and cautions. The default option is that they have built a half-wall
he exactly matches the child seen in the dream. His family is of- across a tunnel mouth here, stacking random objects and chunks
fering a substantial reward: 2,500 gp for his return, doubled if his of stone in an effort to keep the occasional sewer-water flood from
75

backing up into their area. This wall is marked in several places weapons like disintegrate and baleful polymorph. However, if the
with cultist symbols such as open eyes with tentacles radiating fight is obviously going to be lost, the beholder will attempt to use
from them, and a Listen check (DC 15) will hear a faint, persist- finger of death to end the melded-child beast’s life. Whatever its
ent moaning sound from that direction. motivations, it doesn’t wish the characters to get its creation alive,
Beyond the partial wall, the tunnel slopes slightly upward – and yet it doesn’t want to harm the body.
the cult has taken over a section of feeder passages designed to Any cultists involved in a confrontation will yell simple slo-
channel waste and storm water down into larger main tunnels. gans about defending their master’s work and slaying unwise in-
Their main activity focuses around a hub where several of these truders, possibly hinting at the Dominion’s larger plans if desired.
feeders come together, and the cultists themselves have set up As soon as they detect the characters, the remaining children will
rude accommodations in the tunnels branching off from it. They start screaming for help; any remaining cultist will shut them up
have been here for four months, and expect to be gone soon, so the with his fists after 2 rounds of this racket.
effect is ramshackle and improvised. To defend their entrance, After the situation is resolved, the characters are left with a
they have rigged up a scythe blade overhead activated by a trip- mysterious problem. If the recent kidnappees are interviewed,
wire; its handle also strikes a small gong if it is triggered, alerting they know very little about the beholder’s plans. It had the cultists
the cultists to the presence of invaders. The blade does 1d8 dam- measure them carefully, daub strange symbols on them with paint,
age, has a x3 critical, is DC 20 to disable and DC 21 to spot. and take small amounts of their hair and blood. Most of the
But their main defense is also their master, the author of the cultists themselves have no better idea of what was happening
kidnappings and the master of the terrible purpose behind them. A here. If captured, Othnar will refuse to talk about his master’s plan
sovereign of Enigma dwells among the cultists, and its mission is regardless of threats or promises.
nearly complete. The children stolen by the darkness of the new The horrible child-creature also poses some difficulty. What-
moon are being transformed by its power, changed into a horrible ever magics bonded them into this form cannot be dispelled, and
creature below their homes. For two weeks, the kidnapped victims they cannot be restored to their original forms by any known
are kept here, tied up in a side tunnel and fed a meager ration to magic. Even if they were, their minds are gone. The creature is
keep them alive. Then as the moon is waxing to full, they are also too large to bring out of the existing sewer tunnels and grates,
brought before the sovereign and shown their final fate – melding alive or dead. Unless a kind-hearted GM wishes to relieve the un-
with a grotesque composite creature made of the other childrens’ relenting horror of this construct’s presence, this problem can be
bodies. left to the civil authorities, who will likely destroy the monstrosi-
This hideous thing is a nightmare of jumbled flesh, childrens’ ty and tell the childrens’ families that the bodies were never re-
faces and arms and all their body parts fused together in a lumpy covered.
half-sphere that rests on the floor and moans softly. How the be- If desired, this can lead to a series of encounters with the Do-
holder accomplishes this is secondary; the magic is only available minions of Enigma and Revelations. One option is that this ex-
to beholders from this Dominion. What matters is that it destroys periment was a step toward creating a new kind of beholder
the childrens’ minds and imprisons their bodies, and that in a short golem, a creature of flesh rather than brass. Another is that Enig-
time the final three will be added to the gestalt. ma wishes to develop more powerful psionic capabilities, and is
Characters who approach without attempting stealth will be trying to fuse various creatures as a preparation for melding sev-
detected, as they will if they trigger the scythe trap. In this case, eral of its own sovereigns to create a supermind. Yet a third pos-
the beholder is prepared for a battle and most of its servants have sibility is that Enigma wishes to find a way to breed its own young
already fled for safety. Cultist leader Othnar will remain behind to without using an incubator.
help his master, although he too will flee if he is wounded. His Why the Dominion of Revelations would involve itself in this
primary loyalty is to Enigma, but he believes in living to fight an- is a mystery. It could be as simple as trying to maintain the bal-
other day. If characters manage to approach undetected, they will ance of power, or even concern for the human children affected. It
arrive at the tunnel hub and see the huge pulsating mound of for- could also be that they don’t care about these experiments, but
mer children, with the sovereign hovering silently over it and a wish to create enmity between Enigma and the characters.
few cultists scurrying around, Othnar among them. This adventure can also be run with a greater overseer as the
The beholder has no interest in talking to the characters, and cult’s master, in place of the sovereign, thus reducing the en-
will attempt to slay them as quickly as it can. It will pay particu- counter level. This allows an introduction to the two mysterious
lar attention to anyone threatening its creation, which it intends to Dominions at an earlier level. However, the overseer’s power is
save if at all possible. Direct attacks are its preferred method, but neither as unique nor as disturbing as the sovereign’s.
cunning adventurers can be met with equally sly use of powerful
76

EYEKIN CULTISTS The treasure chest is empty.
These are normal Enigma worshippers, convinced of their su- After they have completed one of these three courses of ac-
periority and of the importance of their master’s goals. They tion Ygurdi emerges from his hiding place. He quickly assures the
would throw themselves into fire if they thought it would help party that he is not here to attack them. He introduces himself and
their utterly mysterious goals. Eight of them are here, although says that he is a researcher specializing in humanoid sociology. He
they are unlikely to face the characters in battle. Use the statistics tells the group that he is currently working a theory about hu-
for the inoculator, provided on page 19. manoid motivations for violence and threat identification. The
chimera, if it is still alive, walks over to him like a pet.
Ygurdi asks the group if it can ask them a few questions about
The Experiment the encounter and why they did things the way they did. A few
sample questions are listed below, but Ygurdi will follow up on
Encounter Level: 7 any information the group gives him that relates to why they did
Setting: Any rural road with few other travelers or did not choose to use violence. The sovereign is not judgmen-
Summary: A monster and a treasure chest have been left in the tal, simply curious and interested in the characters.
middle of the road as an experiment in adventurer psychology. If the characters question Ygurdi, it will explain that it is a
member of the Dominion of the Watching Wheel, which is a group
of beholders who pursue knowledge through experimentation.
This encounter occurs any time along a stretch of road with- Ygurdi will admit that losing the chimera wouldn’t bother it, or
out much traffic. The group does not require a Spot check to see didn’t bother it if the chimera has been killed. When Ygurdi does-
the creature and the treasure chest – it is in plain sight in the mid- n’t think of itself as evil, it will admit that it doesn’t believe in
dle of the road. constraining research with ethical rules.
The creature is a chimera. It is sitting in front of a large treas- If the party attacks Ygurdi at any point in the encounter the
ure chest that, if full, could hold 10,000 coins. The chest is closed chimera will immediately attack them. The sovereign wants to
but not locked. study them rather than kill them, so he will try to use his non-
If the party looks around, they should make a Search check. lethal eye rays unless he feels his life is in danger. Ygurdi does not
This may uncover Ygurdi, who is hiding about fifty feet from the care if the chimera dies – it can get another monster to continue
road. Ygurdi is a beholder sovereign who is watching the experi- his experiments if it needs to.
ment he has set up – he took 20 on setting up his hiding place, so If the group answers all of the sovereign’s questions they will
the DC for the Search check is 27. If the characters find Ygurdi, be rewarded. Ygurdi shows them a real treasure chest located in
he will immediately reassure them that he means them no harm, his hiding spot that contains 2,500 gp. The group should get the
but he is curious to find out how they plan to deal with the mon- experience for the chimera if they defeat it, and 300 XP each for
ster and the chest in the road. answering Ygurdi’s questions. They should get half the XP for the
The chimera simply sits in the road. Detect magic could show chimera if they get through the scenario without killing it. If they
that the chimera is under the effects of the spell charm monster. kill Ygurdi, they get the experience for killing it plus the 2,500 gp
Even as the characters approach very close, it simply sits near the in his hiding place if they think to go look at his hiding place.
chest. If the characters try to reach toward the chest, one of the If the gamemaster wishes, Ygurdi can become a continuing
three heads growls softly. If a character actually touches the chest NPC in the campaign. It will continue to explore its research, and
then the chimera will bite at the character. If the character tries if it felt that the characters were a useful source of information
again, then the dragon head uses its acid breath weapon. So long then it may continue to use them in its experiments. Here are some
as the characters don’t attack the chimera, it will only attack if ideas for other experiments Ygurdi might carry out:
someone is actively trying to open the chest, and it will only at-
tack those characters who are making the attempt. If one charac- • Convince one tribe of orcs that another tribe is really a group
ter attacks the chimera then it will attack all the characters. If of wizards who have changed their shapes to infiltrate their
someone in the party speaks Draconic the chimera understands society. Then convince the other tribe the same about the first
them, but refuses to respond. tribe. This is an even better experiment if there is a settlement
At this point the characters have three options. They can of another race caught in the middle.
abandon the chest and the chimera, they can attack and kill the • Charm enemies of two races and bring them together to form
chimera, or they can open the chest without killing the chimera, a combined settlement. How long will their love of Ygurdi
either by letting the chimera attack or by distracting it somehow. allow them to live in peace? More importantly, what happens
77

when members of the original villages find their friends and The Chimera, charmed magical beastie: CR 7; SZ L
loved ones living with the enemy? (magical beast); HD 9d10+27; hp 76; Init +1 (Dex); Spd 30
• Offer 10,000 gp to anyone in a village who kills a family ft., fly 50 ft. (poor); AC 16 (-1 size, +1 Dex, +6 natural); Atk
member. If none are killed in the first few days, kill someone +12 melee (2d6+4, dragon bite); +10 melee (1d8+2, lion
and see what happens in the village. bite); +10 melee (1d8+2, goat butt); +10 melee (1d6+2,
each claw); Face 5 ft. x 10 ft.; Reach 5 ft.; SA Breath
Questions: If the group killed the chimera:
Weapon; SQ Scent; AL CE; SV Fort +9, Ref +7, Will +4; Str
• Why did you kill the creature? 19, Dex 13, Con 17, Int 4, Wis 13, Cha 10.
• If you had known the chest was empty would you still have Skills: Hide +4, Listen +9, Spot +9. The chimera’s three
killed the chimera? heads give it a +2 racial bonus to Spot and Listen checks.
• Now that you know the chest was empty, do you regret killing Feats: Alertness, Multiattack
the chimera? Breath Weapon (Su): Every 1d4 rounds, damage 3d8,
• Did you think the chimera was evil? Was that a factor in your Reflex half DC 17. Use rules for black dragon breath
decision? Why or why not? weapon, line of acid.
If the group bypassed the chimera and the chest:
Subversion
• Would you say that caution or disinterest was more of a fac-
tor in avoiding the situation?
Encounter Level: 6
• If you knew that the chest was full of gold, would that have
changed what you did? Setting: Forest
• If the chest had been guarded by a single goblin instead of a Summary: A druid needs help fighting twisted creatures.
chimera, would you have attacked the goblin?
• Would you have opened the chest if it were unguarded? Traveling through a rural setting, the party comes upon a
If the group opened the chest without killing the chimera: woman fighting a pair of eye-touched dire wolves. They can make
a Listen check (DC 15) to hear the battle before they are in it.
• What made the chest so interesting that you had to know what
When the get to the scene, the woman is obviously outnumbered
was inside?
but she has tentacles sprouting from her head just like the eye-
• Do you think it was worth the risk? touched creatures. If the party attacks the wolves then both crea-
• If you had found out that there was something of value in the tures focus on the party and ignore the woman. If the characters
chest, what would you have done? decide to go around the battle the wolves notice them and attack.
• If you encountered this same situation a mile down the road, The party could backtrack and go around the fighting when they
would you do the same thing? hear the combat, but if they approach it’s too late to avoid getting
involved. If the party attacks the druid, she insists she has nothing
to do with the wolves and means the party no harm.
Ygurdi, sovereign of the Watching Wheel: CR 13; SZ
If the woman survives the combat she introduces herself as
L (aberration); HD 11d8+33; hp 83; Init +6; Spd 5 ft., fly 20
Sybalia and wraps her head in a scarf to hide the tentacles. She
ft. (good), swim 20 ft; AC 28 (-1 size, +2 Dex, +17 natural);
thanks them and heals anyone who was injured before she heals
Atk +9 ranged touch (eye rays); +2 melee (2d4 bite);
herself. She tells them that these creatures were created by be-
Space/Reach 10 ft./5 ft.; SA Eye rays; SQ All-around vision,
holders and sent out to destroy the natural animals of the forest.
antimagic cone, flight, void sustenance; AL CE; SV Fort +8,
She thanks them for helping.
Ref +5, Will +11; Str 10, Dex 14, Con 17, Int 18, Wis 15, Cha
She will not volunteer information about the tentacles sprout-
16
ing from her head, but the party will almost certainly ask her. She
Skills: Hide +12, Knowledge (arcana) +18, Knowledge
explains that she is an eyekin, part of a race that serves beholders.
(nature) +6, Listen +18, Search +22, Spot +22, Sense Mo-
Her masters are part of the Dominion of the Poisoned Eye, and
tive +6, Survival +6. Feats: Alertness, Flyby Attack, Im-
they sent her and others to this forest because they are at war with
proved Initiative, Iron Will, Great Fortitude.
the beholders who created these monsters, part of the Dominion of
Eye Rays (Su): Charm monster, confusion, sleep, flesh
Flesh Reborn. Her masters hoped that she and her comrades could
to stone, disintegrate, fear, inflict moderate wounds, finger
infiltrate the druids in the forest and use them to attack the Do-
of death, telekinesis; Save DC 19
78

minion of Flesh Reborn. After the job was done, the druids were
to be destroyed as well.
With forged credentials, they came to the druid circle as
acolytes seeking shelter and training. They had supposedly come
from another circle that was recently destroyed by beholders – and
the Poisoned Eye had in fact destroyed the circle, which gave
them a perfect excuse for knowing as much as they did about be-
holders. It was easy to convince them that the Dominion of Flesh
Reborn was a threat to the forest.
As the eyekin learned from the druids and began to appreci-
ate the wonder of the forest, their focus began to change. They de-
cided to betray their former masters and fully pledge themselves
to the druids. They maintained their disguises, but now they real-
ly participated in the druids’ rituals. They would continue to fight
the Dominion of Flesh Reborn along with their brothers and sis-
ters, but when that was done they would not return to the Domin-
ion of the Poisoned Eye.
At this point another druid, Justinian, arrives. He invites the
party to the refuge to talk to their leader and be rewarded for their
help. Sybalia asks him to scout the area for more eye-touched
creatures while she finishes healing the party, even if there are no
wounds left to heal. While the human druid is gone she begs the
party not to give away her secret.
touched dire wolves, and an additional 300 points each if Sybalia
If Sybalia died during the combat, then Justinian is another
survives the combat. The party should also get 100 XP each for
eyekin druid. He explains their story as above, and then tells them
the conversation with Dresha.
that his leader, Dresha, will expect them to tell him what hap-
The meeting with Dresha can also lead into a longer adven-
pened. He begs them not to give away their secret.
ture helping the druids fight the Dominion of Flesh Reborn. The
The mood is either celebratory or mournful at the refuge, de-
Dominion holds lands adjacent to the lands the druids protect, and
pending on whether Sybalia survived. It is a beautiful, peaceful
it is a constant struggle to find and destroy the tainted animals
place, with trees 20 feet wide at their base. Homes are tents or
they send over the boundary. Dresha is interested in trying to carry
even just hollows in the ground. There are 30 druids living here –
out a series of raids on the beholders within the territory they hold,
quite a large community.
and a group of adventurers would be the perfect tool. Then what
The leader Dresha thanks them and gives them a wand of
happens once the Dominion of Flesh Reborn is destroyed, but the
summon nature’s ally II with 50 charges. He asked them what they
eyekin don’t destroy the druids and return to their masters?
faced, and what they thought of their opponents.
Here are a few ideas for further adventures:
This forces the characters to make a decision about whether
they will tell the eyekin’s secret. If they do not, the leader nods at • Dresha commissions the party to attack a small beholder out-
their descriptions and laments about the sad state of the forest. He post.
insists that this will not last long, because they have many strong • Monitor beholders from the Dominion of the Poisoned Eye
young druids to fight for the forest. He smiles at Sybalia (or Jus- arrive and ask the eyekin for a report. The druids assume the
tinian if she has died) when he says this – obviously, the eyekin creatures are part of the Flesh Reborn enclave, but the eyekin
druids are among his hope for the future. ask the party for help. Should they kill the creatures before
Even if the party accuses Sybalia or Justinian of working for they can report back, or make it appear that things are on
the beholders, Dresha does not immediately call for their deaths. schedule for the destruction of both this Flesh Reborn enclave
Once their tentacles have been exposed, they are taken and held in and the druid circle?
a makeshift jail. The party is thanked again and sent away while
• The eyekin know that there will be a central area where the
the druids deal with this internal problem.
Dominion of Flesh Reborn conducts their experiments. If
This encounter can end here, with the party rewarded and sent
they can destroy the equipment and mystical artifacts there
along their way. The party should get experience for the eye-
79

then Flesh Reborn will be unable to produce eye-touched Eyebeams: Sybalia’s eye stalks each produce an eye-
creatures for a time. The party must sneak in with them to de- beam.
stroy it – the eyekin may even ask them to present the idea for 1st Level – sleep, charm person (each cost 2 VP to
them to hide their knowledge of the truth. use), DC 11
• The eyekin druids may want to tell the truth about their na- 2nd Level – inflict moderate wounds (costs 4 VP to
ture. They decide to leave the area and let the party explain use), DC 12
things, so they can return once tempers have cooled. Howev- Spells: (5/4/2, DC 11 + spell level) 0 Level – cure minor
er, they are captured and now the party and the druids must wounds, guidance, resistance, detect magic, flare; 1st Level
decide if rescuing them is worth the risk. – cure light wounds x2, faerie fire, entangle; 2nd Level –
barkskin, produce flame
Eye-touched Dire Wolves: CR 5; SZ L (aberration); Equipment: +1 quarterstaff, leather armor, potion of
HD 6d8+18; hp 45; Init +6 (+2 Dex, +4 Improved Initiative); haste
Spd 50 ft.; AC 17 (-1 size, +2 Dex, +6 natural); Atk +10 Dresha, 16th-Level Human Druid: CR 16; SZ M (hu-
melee (1d8+10, bite); Face 5 ft. x 10 ft.; Reach 5 ft.; SA trip; manoid); HD 16d8+32; hp 97; Init +3 (+3 Dex); Spd 60 ft.;
SQ scent, void sustenance, darkvision 60 ft., all-around vi- AC 22 (+3 Dex, +4 deflection, +2 armor, +3 enchantment);
sion; AL NE; SV Fort +8, Ref +7, Will +6; Str 25, Dex 15, Atk +19/+14/+9 melee (1d6+6, Oath Sickle); Face 5 ft. x 5
Con 17, Int 4, Wis 12, Cha 10. ft.; Reach 5 ft.; SA spells, wild shape, a thousand faces; SQ
Skills: Hide +5, Listen +6, Move Silently +5, Spot +10, nature sense, woodland stride, trackless step, resist na-
Search +4, Survival +1. Feat: Improved Initiative ture’s lure, venom immunity, timeless body; AL N; SV Fort
Eye Rays (Su): Sleep, ray of enfeeblement (range 50 +12, Ref +8, Will +14; Str 17, Dex 16, Con 14, Int 10, Wis
ft., DC 13, as 5th-level sorcerer) 18, Cha 14.
Skills: Diplomacy +16, Heal +12, Knowledge (nature)
DRUIDS +7, Concentration +17, Spellcraft +6, Survival +20. Feats:
There are four eyekin among the druids. Eyebeams and druid Quicken Spell, Maximize Spell, Silent Spell, Dodge, Craft
spells may vary among them. These statistics are for Sybalia. Wand, Weapon Focus (sickle), Mobility.
Sybalia, 3rd-Level Eyekin Ex-Beholder Cultist, 4th- Wild shape: Dresha can take the form of an animal 5
Level Eyekin Druid: CR 7; SZ M (humanoid); HD times per day. He can become a dire animal or an animal of
3d4+4d8+7; hp 30; Init +0; Spd 30 ft.; AC 12 (+2 leather any size from Tiny to Huge. He can also become an ele-
armor); Atk +5 melee (1d6+1, +1 quarterstaff); Face 5 ft. x 5 mental once per day.
ft.; Reach 5 ft.; SA prehensile vision, darkvision, eye beams, Spells: (6/6/6/6/5/5/3/3/2, DC 14 + spell level) 0 Level –
spells; SQ all-around vision, spell malfunction, darkvision 60 cure minor wounds, detect magic, detect poison, read
ft., eye stalks, nature sense, woodland stride, trackless magic, purify food and drink, mending; 1st Level – cure light
step, resist nature’s lure; VP 8; AL N; SV Fort +6, Ref +2, wounds x3, entangle x2, animal friendship; 2nd Level – an-
Will +8; Str 8, Dex 11, Con 13, Int 14, Wis 13, Cha 15. imal messenger, charm person or animal, chill metal, tree
Skills: Spot +7, Search +10, Disguise +13 (+15 to pass shape, resist elements, flaming sphere; 3rd Level – call
as human), Bluff +6, Knowledge (local) +5, Knowledge (na- lightning, dominate animal, meld into stone, remove dis-
ture) +7, Survival +11. Feats: Ambidexterity, Absorb Spell ease, neutralize poison, protection from elements; 4th Level
Energy (SR 13 against sleep, charm person, or inflict mod- – cure serious wounds, scrying, flame strike, dispel magic,
erate wounds), Eyekin Blood summon nature’s ally IV; 5th Level – cure critical wounds
Spell Malfunction: Eyekin have a 5% chance of failure x2, ice storm, commune with nature, wall of thorns; 6th
when casting spells other than sorcerer spells. This is Level – fire seeds, summon nature’s ally VI, healing circle;
added to any penalties resulting from encumbrance or 7th Level – true seeing, wind walk, greater scrying; 8th
armor, and applies to divine magic as well as arcane magic. Level – whirlwind, finger of death
Save: +2 save versus spells and spell-like abilities Equipment: Oath Sickle (+3 enchantment, grants wield-
Eye stalks: Sybalia has three eye stalks which protrude er feat Sunder regardless of prerequisites, druid only), boots
from the top of her head. This gives her a –1 racial penalty of striding and springing, +6 belt of giant strength, +4 ring of
for disguise checks to pass as human; however, she re- protection, wand of sunbeam (40 charges left), +3 leather
ceives a +3 racial bonus to pass as human for being an eye- armor
kin, for a net modifier of +2.
80

Chapter Seven
Beholder Architecture
Beholder settlements, from the smallest lair to the greatest deliberately, this attitude seeps into their sense of design. They
citadel, resemble each other in much the same fashion that indi- prefer spheres not because the shape is the most practical, but be-
vidual beholders do. This is no accident. The opportunities and cause it’s what they see as normal. Creating a network of evenly
limits of a beholder’s physiology have fused with the creatures’ spaced tunnels leading to smaller round chambers makes sense
self-perceptions to create an architecture unlike any other. when you have symmetrical eyestalks. And just as the greatest be-
The key element of beholder architecture is that it is subter- holders have a powerful central eye, all beholder construction has
ranean. Exceptions exist, as described below, but the most com- an important tunnel or shaft running through the center of its main
mon Dominions prefer to dwell under the earth. Their unusual ca- space. Beholders are an orderly and analytical race, but in their ar-
pabilities practically demand it. A beholder has a much easier time chitecture they allow form to dictate function.
carving a structure from solid rock with its disintegrate and All beholder construction is smooth, a side effect of their use
telekinesis rays than it would if it tried to combine lumber and of disintegration beams. Walls, pillars, and other features rise in
nails to form a house. It takes only one minute for a beholder to an unbroken line from the walls and floor, contributing to the alien
disintegrate 100 cubic feet of stone; with an afternoon’s work it feeling. Shelves and alcoves are often carved out of the walls; this
can carve out all the space it needs for itself. is the closest that beholders come to using furniture.
Beholder construction is also vertical. As the creatures spend Beholder decorating styles vary widely. Aside from the drive
their entire lives in flight, they see their living space in three di- for spherical symmetry, the eye tyrants have few common aes-
mensions. Chambers are stacked atop one another, connected by thetic principles. But any displays or ornamentation will have a
cylindrical tunnels. A beholder’s mind considers this a logical and similar underlying purpose – to impress upon the viewer that the
natural use of space, as well as a practical way of foiling its earth- beholder is a powerful creature, the ruler of all it sees.
bound enemies. As sovereigns can use flesh into stone, statues that were once
Defense is also a factor in the beholder’s preference for wide living creatures are routinely found in and around beholder settle-
open spaces with high ceilings. Most beholders are poor melee com- ments. More reclusive tyrants will display clumps of these statues
batants and try to keep some vertical distance between themselves as a warning to interlopers, while combative beholders will array
and attackers. Their eye rays have an impressive range, so distance them in galleries to prove their prowess.
does not hinder their combat style. Beholders also like to watch their An occasional beholder will use its powers to sculpt the rock
surroundings – not surprising for a creature with so many eyes – and around it into odd abstract shapes and patterns, but this is rare be-
wide, high spaces provide many excellent vantage points. havior. Most beholders see it as the sign of an unhealthy mind.
But none of these things explain the alien and often unsettling
appearance of a beholder-built area. Their architecture is full of
rounded surfaces, and most of the rooms they create are spherical. Traps
Even when the floor is flattened for the use of races that must walk,
a chamber’s walls bulge out and then rise to a rounded ceiling. The subterranean environment, combined with the sover-
Rigorous symmetry is another universal feature. Any space eign’s innate powers, leads to interesting traps. Most beholders
created by a beholder will reflect back on itself as much as possi- use some of these in even the simplest lairs.
ble. And everything the creatures build is shot through with tun- Pits are an obvious choice. A beholder’s dwelling is honey-
nels connecting these rooms and chambers together. These tunnels combed with pits excavated from a level beneath the main floor,
almost always radiate out from the central chamber (or chambers leaving two to five feet of stone on top. Only a very keen expert
in the citadels), snaking their way to other rounded rooms of on mining or construction could notice one of these patches while
smaller size, which in turn connect to even smaller ones. The on or near it. Beholders themselves mark them in some fashion
overall effect is disquieting. that will be visible from overhead but not necessarily from the
It is also an unconscious recreation of the beholder’s own earthbound perspective, such as carving the outline of a large fig-
body, its likeness carved from solid stone. Beholders see them- ure. A beholder can easily disintegrate the top layer of stone, drop-
selves as a superior form of life, and although it doesn’t happen ping anyone on top of it into whatever lies beneath. Characters
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falling into pits take 1d6 damage for every 10 feet fallen, to a tance inside an unremarkable natural cavern – and several feet
maximum of 20d6, when they land. overhead when possible. This opening is the mouth of a straight
The vertical tunnels in a beholder-made area are often wider tunnel that often stretches more than 150 feet. It also has a sharp
than necessary for the creature, with broad shelves cut into the upward slope, slowing earthbound travelers to half their normal
sides. Boulders or other heavy objects are stored here to be tele- speed and possibly requiring use of the Climb skill. This serves to
kinetically hurled at enemies below, particularly those trying to delay intruders and provides the beholder with a front approach
climb up the tunnel. that is easy to defend.
As drowning is not a concern for beholders, they will at times Beholders seeking a better defense will surround this tunnel
channel an underground water source so that it flows just beyond with other, narrow tunnels radiating from the central part of the
the wall of their home. If endangered, the beholder will disinte- lair. Small holes – the width and length of an eyestalk – connect
grate a portion of this wall, causing water to gush in. Beholders these radiating arms to the entrance tunnel, and can be used both
who wish to make repeated use of this tactic might have servitors for observation and as murder holes. A beholder will lurk in this
install a heavy stone to seal up such an opening. It can then be smaller passage as interlopers make their way up the slope, then
telekinetically pulled out to release the flood, the pushed back in unleash its eyebeams from behind several inches of solid rock,
the same way to stem the tide when desired. surprising the unsuspecting climbers. Almost every beholder has
Those caught in such a torrent must make successful Swim or one such murder tunnel around 50 feet from the entrance. Most
Strength checks (player’s choice) against DC 15. Success means such tunnels are above the main passage, as this is easier to con-
1d3 points of nonlethal damage – 1d6 if many rocks and solid ob- nect to the beholder’s personal chambers, but aggressive or para-
jects are caught in the flood. Failure deals the same damage, and noid eye tyrants will have murder holes in the floor of the entry.
forces a second check to avoid going beneath the water’s surface Beholders can aim all their eyestalks in the upward firing arc, and
and potentially drowning. this arrangement lets them use all their weaponry at once.
Some beholders combine these water sources with pit traps, The lair itself is divided into three levels, each connected by
casting adventurers into water-filled chasms. If the water is at a multitude of vertical tunnels. The entrance terminates in a
least 10 feet deep, victims take no damage from the first 20 feet smooth dome, roughly 60 feet across, with a flat floor. This is used
fallen, and 1d3 nonlethal damage for the next two 10-foot increas an audience chamber, as well as a place to keep bulky or less
ments. Beyond that, the damage is normal. interesting treasures. Statues of previous intruders are a common
In dire situations, sovereigns will bring down their own set- decoration. The chamber’s ceiling is 30 feet from the floor at its
tlements to crush invading forces. Using their eye rays, they will highest point, and ceiling and floor each have a gaping 20-foot
destroy load-bearing support columns and collapse rock shelves hole in the center. Both of these holes lead to other levels.
on top of their enemies, reasoning that a damaged dwelling is bet- In addition, several evenly spaced alcoves along the outer
ter than an intact one in the hands of enemies. Particularly cruel or wall have 7-foot diameter holes leading to the lower level. Be-
psychotic beholders have been known to use this as an opening holders realize that they are slower than many other creatures, and
gambit, rather than a tactic of last resort. Such collapses do an ini- compensate by having several exits available. This also provides
tial 8d6 damage, halved on a successful Reflex save against DC a tactical advantage, as it forces opponents to cover several possi-
15, and victims are pinned by the rubble (Strength check (DC 20) ble directions of attack at once. With intruders’ attention divided,
to escape). Pinned characters take 1d6 nonlethal damage every the beholder has an easier time popping up in one location and fo-
minute, making a Constitution check (DC 15) when they go un- cusing all its power on one foe at a time. Finally, having several
conscious. Failing this check means they suffer 1d6 points of nor- shafts to the lower chamber makes it easier to telekinetically push
mal damage every minute thereafter. foes into the holes leading down.
Distance between the floor of the audience chamber and the
Beholder Lairs top of the space below is minimal, often no more than 15 or 20
feet. A beholder can descend to this chamber, cross it, and emerge
Many beholders lead a solitary existence, whether by choice in a different tunnel fairly quickly. However, the bottom of this
or because they have been driven out of their larger society. Their cavern is frequently 100 feet below. Some beholders delve until
dwellings, known as lairs, are usually designed along straightfor- they find a subterranean river, filling some or all of this cavern
ward lines emphasizing mobility and defense. Visitors are rarely with water. This space is used to move unhindered if the main
expected or welcome. level is occupied, as well as to store things the beholder doesn’t
Finding such a lair is a challenge. A lone beholder prefers to want cluttering up its top level.
keep its location secret, so the entrance is often found some dis- Unlike the two upper levels, this is a rough-hewn and irregu-
83

lar space full of jagged edges and twisted support columns. However, this is not a large habitation. Only 10 or 12 eyekin
Garbage is rarely found here, as a beholder can disintegrate any are here at once, and no more than 30 slaves. Some outposts are
trash it generates, but prisoners and research projects can be left founded by beholders who seek to spread their Dominion’s influ-
in this lightless tomb. ence farther, while others are created because their ruling eye
At times, a beholder will bring in a colony of scavengers tyrant was unable to live peaceably in an eyehold or citadel. An
(such as otyughs) and keep them down here almost as pets. This outpost can be a center for gruesome research, and armed camp
disposal area is often wider across than the areas above. Structur- responsible for endless surface raids, a mining colony creating an
al stability is a factor in this, as the profusion of supporting pillars incomprehensible tunnel network, or anything else a lone behold-
here permits a much larger space. Some beholders also exercise er’s mind can conceive of.
what passes for their artistic side by sculpting the living rock into The entrance to an outpost is designed to delay invaders and
odd and unsettling shapes with their eyebeams. leave them vulnerable to attack. As with the lair, it is a steep up-
The uppermost level is a marked contrast to this rocky jum- hill climb. Murder holes are found near the outpost itself, and at
ble. Like the audience chamber, it is a smooth dome. The only ac- times near the original opening of the entry tunnel. But while the
cess is through the hole in the ceiling below, which narrows to half lair’s tunnel ends in an open chamber, the outpost’s tunnel termi-
its size as it runs its 30-foot length. Its top edge is smoothed, mak- nates in a 15-foot high wall. Servitor sentries are positioned at the
ing it harder to catch with grappling hooks. It ends in a 90-degree top of this wall, ready to sound the alarm if attackers approach.
horizontal turn, forcing anyone inside to head in a fixed direction Friendly guests are allowed to climb to the top, usually on a rope
for 10 feet or so before emerging. This is another defensive struc- ladder lowered from above. Visiting beholders can simply fly over
ture, giving the beholder a choke point that only allows one the wall, which has 10 feet of clearance overhead.
enemy at a time. Beyond the wall, an outpost has several other similarities to a
Beholders with a greater need for defense will carve ledges into lair. In fact, outposts are sometimes built around the lair of a be-
the 30-foot tunnel and place heavy slabs of rock there, giving them holder who has decided to expand its activities. Outposts are di-
several projectiles to telekinetically hurl at foes (note that a 325 vided into three basic levels, which are connected by tunnels in
pound boulder will do 13d6 damage when it strikes). Particularly the floor and ceiling of the main chamber. However, outposts are
sadistic beholders will instead use statues of previous intruders. built on a much larger scale than lairs. The central chamber is
This tunnel opens onto a display chamber, a place for the be- where all non-beholder servitors dwell, and it spans 200 feet or
holder to meet others of its kind in proper dignity. Most of the in- more at its widest point. Structurally, this room is shaped like a
habitant’s prized possessions are here, including much of its treas- flat-bottomed egg lying on its side, with the entry tunnel coming
ure. The method of display varies by individual and Dominion, into its narrow point. Thick columns of rock are left in place when
but alcoves and shelves are commonly disintegrated into the walls this area is created, lined up in orderly rows and supporting the
for this purpose. ceiling which rises 40 feet above the chamber’s floor. Their sides
A tunnel facing the opposite way from the choke point leads to are coated in a luminescent fungus that provides a pale green light.
the final area, the beholder’s private chamber. Its most important This tremendous open area allows the ruling beholder to monitor
treasures are kept in this 30-foot spherical room, and its most im- its domain from a safe distance overhead.
portant projects are planned and begun in this space. When possi- It is also enough space for the beholder to divide its favored
ble, this chamber is above the display area, often in a straight ver- servants – eyekin and occasionally other willing creatures – from
tical line. Insofar as beholders have a personality to express, this its slaves. A thick ledge runs along the interior of this chamber,
room is where it is demonstrated. More practically, this room also roughly halfway up from the floor. A wide ramp runs from the
has a small tunnel leading to the murder holes mentioned earlier. If base of the entry wall to the floor, with the ledge at its top. When
the inhabitant is losing to invaders, it will flee for this tunnel and slaves are brought in, they descend the ramp to an open squalid
then disintegrate its way into the entrance, and hopefully to safety. pit; they often spend the rest of their days here. Aside from the
support columns, no permanent structures are found on this cham-
Beholder Outposts ber’s floor. The beholders do not permit slaves to have even basic
privacy. On occasion, a beholder who wishes to preserve its more
Unlike the lair, the beholder outpost is a small community. valued slaves will create a stone rim around the hole in the center
One sovereign beholder dwells here, at times joined by a second of this floor, but most eye tyrants don’t care if a foolish possession
and possibly a few of its lesser brethren. The presiding beholder’s stumbles to its doom.
servitors are here, both its eyekin followers and the assorted Their favored servants have better accommodations. The
slaves it has charmed or forced into its service. ledge runs along the chamber wall in both directions for roughly
85

two-thirds of its length, at which point it widens into a mighty to be enough. Each sovereign beholder living here will have its
shelf of rock that hangs over the floor below. Slaves generally own chamber some distance away, connected by a cylindrical pas-
sleep below this shelf, tons of rock suspended overhead by a few sage that slopes steeply upward. When possible, this will be a pure
columns; they perform their duties in the main part of the floor. vertical climb of the greatest practical length.
On top of the shelf, the eyekin and other favorites have space for These personal chambers are 30- to 40-foot spheres with the
their own dwellings and projects. Unlike slaves, they are allowed requisite alcoves and shelves in the walls. The ruling sovereign’s
to create and furnish simple buildings. These are almost always chamber also has a second passage leading away, often for hun-
long, narrow rectangles of simple stone – wood is a sign of status, dreds of feet. This terminates in a narrow downward tunnel, the
unless the outpost has easy access to the surface. These longhous- entrance to which is covered with the heaviest rock slab the sov-
es always have the back of the chamber as one of their exterior ereign can lift. At its far end, the downward tunnel emerges into a
walls, and never have interior partitions of more than waist height, natural cave far away from the original entrance tunnel. This is
meaning that one end of the structure is clearly visible from the used as an alternate entrance and exit if the beholder doesn’t wish
other. They also lack doors or even curtains covering their en- its minions to observe its comings and goings. It can also serve as
trances. These longhouses are usually 30 to 40 feet long and half an escape route if necessary. Only sovereigns and trusted variants
that wide. Some are used for personal habitation, while the rest are aware of these routes; even senior eyekin are not told of them.
can be storage or scriptorums or whatever serves the needs of the If an outpost has two resident sovereigns, only the one who rules
community. A stone wall stands near the front edge of the shelf, has such a tunnel connected to its chamber.
with several openings that permit the eyekin to emerge and ob- At times a beholder will want extra space for its pursuits, in
serve activity in the slave pit below. which case it simply creates more spherical rooms. These connect
This entire chamber is ringed by two tunnels used only by the to its own chamber if the use is personal, or to the display cham-
beholders. One is roughly five feet above the level of the floor, ber if the purpose is collective. Generally these added rooms are
and the other is the same height above the ledge and shelf. Both directly above existing chambers.
have many observation holes, places where a beholder can press
an eye and observe what happens in its domain. With their drive
to be obeyed and their sleepless vigilance, beholders do an excel- The Eyehold
lent job of monitoring their servants. Very little happens in an out-
post without the presiding beholder watching it or at least observ- The largest beholder settlement most adventurers will ever
ing its aftermath. All inhabitants are aware that their every action see is an eyehold. Although no more than a half-dozen sovereign
may somehow be seen by their master – eyekin longhouses are beholders will live here, they gather together many of their lesser
built against the chamber’s wall so their ruler will have an easier kin and hundreds of eyekin and slaves to build and inhabit these
time spying on them. imposing cities. The lair and the outpost are faint echoes of these
The existence of these tunnels is kept a secret from slaves and densely-packed domains.
outsiders, lest these tunnels turn into a way for intruders to reach the An eyehold has several entrances. As it has some traffic with
lower and upper levels. An outpost’s lower level is similar to that of its neighbors, these tunnels are not as steep or forbidding as those
a lair, except that it is generally more removed from the main floor. of smaller settlements, but they still have a definite upward slope
It also lacks the auxiliary access tunnels between itself and the main and are laced with murder holes for beholders to use. Each of
floor, as the resident beholder(s) don’t use it for defensive skirmish these broad ramps leads into the main level of a vast cavern. Most
purposes. Eyekin and slaves serve that function instead. such ramps end in at least a simple defense, such as a wall of
Sovereign beholders and their lesser variants dwell in the smooth stone (carved out with eye rays) that has a side gate. Be-
upper level. It is accessed most commonly by the hole in the mid- yond this lies a city whose inhabitants number in the thousands,
dle of the slave chamber’s ceiling, a short tunnel that simply opens all overseen from above by their vigilant masters.
onto a wide room 50 feet across. This is an irregular sphere, with The true nature of an eyehold is not immediately obvious to
a flat floor as below. Objects and treasures worthy of display to the first-time visitor. Beyond the mouth of the tunnel is a flat ex-
equals are here, and honored guests (such as other powerful be- panse of rock covered in clustered buildings. The ceiling is high
holders) are received here. The lesser variants treat this room as overhead, supported by thick stone columns that rise smoothly
their home, although any possessions they have are stored well from the floor. Eyekin live here, in conditions dictated by their
out of sight. Small alcoves scattered around the edges have verti- masters’ desires and the impulses of their Dominion. Some eyekin
cal tunnels that lead down to the spying rings, and then into the have palatial cities full of well-appointed homes and shops, others
bottom cavern; three or four such passages are usually considered are forced to abide in cramped spaces rudely hewn from solid
87

rock. But regardless of the conditions, this initial impression of not see in the dark (the eyekin level is instead lit with continual
the eyehold is misleadingly small. flame when light is needed).
Viewed from overhead, the city’s true scope and shape be- The ramps within the columns are the primary route for
come apparent. Each entry tunnel leads to a shelf full of eyekin slaves and goods to travel between the pit and the city above. At
structures, but these shelves are separated from each other by times, elaborate pulley systems will be suspended from the islands
wide chasms. Each shelf is a semi-circle hanging over a massive overhead to permit the rapid transport of lighter loads. These
pit, connected to each other by a wide ledge running around the crude elevators are run from above, as even a charmed slave is not
midpoint of a vast, roughly spherical cavern. Huge supports span judged reliable enough to control access between levels.
the entire length of this space, often forming the central points of At its opposite end, the cavern is much different. The smooth,
other island-like rock shelves where eyekin dwell. These islands rounded ceiling is unmarred by structures, but is littered with holes.
are connected to the main shelves that form the basis of the city These are the entrances to vertical tunnels that lead to the behold-
by narrow stone bridges. At the center is a huge circular island ers’ level. Some of them go directly to the personal suites of the
with the largest pillar of all jutting upward through its center. sovereigns and the chambers allotted to their lesser variants, while
Empty space separates all these rock formations, falling away to a others lead to a central room at the top of the main support pillar.
floor as distant as the ceiling is high. The noise and light of slaves This central room is a perfect hemisphere with a flat floor, in
drifts upward from the bottom of the pit. the center of which is the opening to the pillar’s core. Humanoid
The size of an eyehold varies, depending on the needs of its visitors, whether favored eyekin or ambassadors from other power
sovereigns and the population they wish to support. A thousand structures, are not permitted to ascend any farther than this. As a
eyekin and as many slaves dwell in an average eyehold, with four result, this large chamber is designed and decorated with them in
to six sovereigns and two dozen lesser variants. To house the hu- mind. Different Dominions have different approaches, from harsh
manoids, a main chamber spanning several hundred feet is carved alcoves filled with the remains of fallen foes to sumptuous fur-
deep below the surface world. Planning the construction of an nishings and displays of material wealth. This space is often
eyehold can take months or possibly years, as even the most cruel around 30 feet high and 100 feet across, and aside from the open-
beholders wish to separate their more valuable servants from ing in the floor, all access to it is from tunnels directly overhead.
those in the pit below. Vertical space for beholders to float through Some of these curve back to the top of the chamber below –
is also an important desire. This is why an eyehold has its unique sadistic beholders will at times drop a few slaves from these just
island structures. And while the activity in the bottom level is ap- to watch them fall and see the patterns they make upon landing.
parent, no obvious path down exists. Others connect to a series of secret tunnels that run through the
The answer to this riddle is found in the support columns, par- lower levels of the eyehold. As with the outpost, these passages
ticularly the enormous central one. This pillar is hollow at its core, permit beholders to traverse the edges of their domain and moni-
with a continuous ramp that runs its entire height. It still bears a tor their subjects. An eyehold’s structures are massive enough that
portion of the ceiling’s weight, and so has walls several feet thick, these tunnels often pass through the walls of the pit, and even
but the interior is often 40 feet across. The ramp itself is 10 to 15 worm their way into the rock shelves supporting the eyekin city.
feet wide, enough to drag a heavy sledge with room to spare. At its Most of the willing servitors are aware that this network of tun-
base, it becomes a well-defended room with a heavy gate opening nels exists, but very few guess at its scope. In an established eye-
to the slave area in the depths. At its top, it leads to the chambers hold, the network spreads to every corner that structural stability
of the beholders themselves. Some of the other support pillars will permits, from the inside of a support pillar to the floor beneath the
have similarly empty innards and ramps leading down, although humblest slave’s sleeping area. More than one invading force has
none of these lesser columns connect to the level above. been routed at the gate of an eyehold, when a sovereign glides into
An eyehold’s slave pit is similar to the lowest level of an out- a tunnel underfoot and blasts upward with all its eyebeams at once.
post, in that its construction style is rougher and divided by crude The remaining tunnels in the dome atop the pillar lead to
walls and slabs of rock. This separates the living area from those rooms exclusively for the beholders’ use. Each sovereign has a
used for fungus farming, ore mining, gladiatorial combat, or what- suite of two or more spherical chambers for its use, usually in a
ever else the beholders decree. Regardless of use, these areas are vertical line with the most private chamber at the top. If the sov-
barely furnished, and no ceilings of any kind are permitted to be ereigns engage in many joint projects, appropriate space is creat-
raised. The walls also divide one sovereign’s slaves from another. ed on the same level as the dome. Each of the lesser variant
The walls and support columns rising from this floor are usually species has its own room, perhaps two. While variants get along
covered with splotches of the same glowing moss found in an out- reasonably well, they often don’t associate. The dull-witted labor-
post, cultivated by the beholders when many of their slaves can- er and irritable skirmisher have little to say to the sly overseer.
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These suites are not directly connected to each other. Howev- ing on foot. The customary murder holes and observation points
er, all of the sovereigns’ suites have a tunnel leading to a room are present. As with an eyehold, the citadel’s entry does not use a
roughly in the middle of everything. It can also be reached direct- sharp curve to block vision. Beholders dwelling here would rather
ly from the central dome, although beholder protocol forbids less- have a clear view of anyone approaching, and are not worried that
er kindred from entering uninvited. This room is where the eye- someone with prying eyes will creep close and manage to escape.
hold’s sovereigns meet in council, to discuss the doings of the The main tunnel widens as it nears the end, where it termi-
eyehold and plan its future. If the eyehold has any treasures or nates in imposing defenses. Most citadels have a broad iron or
keepsakes that are seen as valuable collective property, they are steel gate set into a smooth stone wall with ample reinforcement
kept here where the sovereigns alone may bask in their glory. behind it. Ten to 20 feet of clearance exists above the wall. More
The tunnels connecting the sovereigns’ suites to the council fanciful designs exist, such as a blank wall filling the entire tun-
chamber enter from the sides, but another wide tunnel is carved nel mouth, with a carefully-sculpted beholder carved into it, span-
out of its ceiling. This is an escape tunnel, for use only if the eye- ning the entire height of the wall. The carving’s mouth opens to
hold below has fallen to invaders who cannot be turned back or reveal a ramp leading into the citadel. In this variant, the tyrant’s
destroyed outright. After all servitors have been lost in battle and eyes are actually concealed vantage points.
victory is forsaken, the sovereigns and selected other beholders Beyond the gate, a citadel is structured similarly to an eye-
will flee up his long, straight passage. Where possible, it keeps a hold, except that it is divided into several huge inner chambers
straight vertical line. In time it comes to a dead end. Rapid disin- known as wards. Each ward is under the control of a resident sov-
tegration at this point will carve through the 50 feet of rock sepa- ereign, with the Chief Tyrant in charge of the ward connected to
rating it from a cavern or natural tunnel far away from the eye- the main entrance, though all sovereigns do have some degree of
hold, allowing an undetected exit. Unlike the outpost, an eyehold say in the administration of all wards. The ward is similar to a large
does not leave its escape tunnel open at the far end, for fear that it eyehold – a vast, roughly spherical space with slaves below and is-
will be discovered and used by the tyrants’ many enemies. lands of stone above for the eyekin. Ledges and bridges of stone
connect the islands, and massive stone columns support them and
thrust upward to the ceiling. Broad circular tunnels spaced along
The Citadel the wall connect both slaves and eyekin to other wards, with guard
stations on each end. A number of beholder-sized tunnels, sus-
This is the greatest settlement constructed by beholders, a pended above both pit and city, also connect them.
monument to their power. All eyeholds in the region are subjects However, a ward is not identical to an eyehold. Most of the
controlled by their Dominion’s nearest citadel. A council of sov- slaves below are the property of the ward’s ruling sovereign, and
ereigns meets here to make their inscrutable plans, and thousands they are usually all conscripted to a specific function, so each of
of servitors labor to turn those plans into reality. But most impor- the slave pits is constructed differently. The entry ward is often
tantly, each citadel houses and protects an incubator, an ancient given over to war and defense, so the slaves are smelting ore and
and immobile beholder that gives birth to the race’s new genera- manufacturing tools of war. Another ward might be concerned
tions. with feeding the citadel, and therefore its slaves would tend
For this reason, citadels are well-defended and even more forests of edible mushrooms and keep pens of domesticated
concealed. They are located in hidden parts of the subterranean beasts, and so on. The eyekin have more freedom, but they still
world, places that other delving races are unlikely to find by congregate in the ward best suited to their talents. As a result,
chance. A citadel might be found in the stratum of rock above a many of the citadel’s best warriors are found near the entrance.
mighty underground sea, or its builders might have carved their An observant viewer also realizes that a citadel has many
way straight up into a mountain in the middle of human-controlled more support pillars than an eyehold. Even a small eyekin island
surface territory. Few visitors are permitted to enter a citadel, and might be supported by two or three. Large half-formed rock
fewer leave unscathed. columns are also found scattered across the inhabited levels; these
A citadel still has multiple entrances, most of them small tun- are constructs of the beholders. In a space this massive, the usual
nels that can easily be monitored and defended. Unlike the eye- network of spy tunnels is not enough. Unnecessary pillars are cre-
hold, this is not a place for commerce and negotiation. These side ated and hollowed out, along with the columns standing 20 to 30
tunnels are used to send agents out, rather than to welcome visi- feet over the humanoid inhabitants. This gives the beholders pro-
tors in. Only one main approach exists to most citadels. It is a long tected vantage points from which to view their empire, and to de-
straight tunnel, often a flat-floored cylinder from 20 to 40 feet fend it when necessary.
across, and it has enough upward slope to hinder anyone advanc- Each ward also has a hollow central pillar connecting it to the
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floor and ceiling, and often three or four others that lead to the space into one of the support pillars holding the ceiling up. Only
floor. The upper level of a citadel, where the beholders dwell, is the largest pillars will serve, as an incubator itself is 50 feet across.
much larger than in an eyehold. Each ward is topped by its own It is generally situated in the ward farthest from the main entrance,
dome for reception and display, and tunnels from each dome in- making it easier to defend. The pillar itself will seem solid from
terconnect with a labyrinth of rooms used for a bewildering array the eyekin level on down, an ordinary support rather than one of
of purposes. Every resident sovereign has a suite of at least three the paths to the pit. It is, however, hollowed out from the top to a
chambers stacked on top of one another. The variant beholders be- point about halfway between the ceiling and the eyekin city. At the
longing to a ward have several such rooms for collective use as bottom of the hollow rests the incubator, dreaming of Void. Other
well. The network of tunnels converges on a central point, where beholders regularly check on it. They also undertake other proj-
three large chambers sit vertically. These comprise the nerve cen- ects to conceal and secure it further, such as lining this hollow
ter of the citadel, for they are where decisions are made and mem- with lead to prevent certain divinations. The entry to an incuba-
ories are kept. tor’s den is often trapped.
In the lowest chamber, where the tunnels meet, are the most If necessary, humanoid artisans and experts are procured and
valued artifacts the citadel possesses. In addition to the customary charmed into cooperation. Once their tasks are completed, they
treasures and keepsakes, this gallery has a number of statues set in are immediately disintegrated to keep them from revealing what
special alcoves. Humanoids that the beholders wish to remember they might have learned, and the remains scattered across a wide
– sometimes to honor, sometimes to revile – are turned to stone area. Even when performing this useful work, the humanoids are
and then brought here where they will serve as a constant re- given no information about what they protect – few outsiders even
minder of the glory they have brought to the citadel, whether in have a hint of the existence of incubators, and the sovereigns in-
their victories or by their defeats. Other types of creature can be tend to keep it that way.
found in this gallery as well – if a citadel defeated a mighty drag- Ironically for such secure and hidden locations, citadels are
on, they would certainly wish to preserve some part of it for per- perhaps visited by outsiders more often than any other beholder set-
manent display. Most often, these stony figures are eyekin who tlement. A citadel will at times have one or two small eyekin
made a substantial contribution to the citadel or the domain it con- colonies dwelling at the far end of small entrance tunnels, which
trols. Visiting beholders are brought here for discussions, and the may stretch a half-mile at times. These colonies look like ordinary
size and history of a citadel’s statue gallery are a mark of status. hamlets to the casual observer, populated by a few dozen residents
The chamber above, connected by a vertical tunnel, is where who live and work in buildings appropriate to the region. But the
the regional council meets. All eyeholds send a representative to tunnel mouth is found somewhere in the hamlet, defended by a
these meetings, and all the citadel’s sovereigns participate as well. handful of powerful eyekin and sometimes even a beholder variant.
This room is a featureless sphere of great size, often 100 feet or Such entrances are heavily secured from outside intrusion, and usu-
more across, accessed only by a tunnel below and a tunnel above. ally hidden behind a false wall or in an abandoned-looking cellar.
The top chamber is a smaller version of the one just below. Sov- These colonies themselves have little commerce with the out-
ereigns of the citadel meet here in private to handle daily affairs side world, as they are in regular contact with the citadel proper.
and resolve disputes. Each sovereign’s suite connects to this Eyekin troops are regularly rotated in and out of these hamlets in
chamber, which is sealed from the one below by a massive stone the guise of normal citizens. Alert visitors will notice that the
slab weighing 1000 pounds or more. Several sovereigns together hamlet lacks goods for trading, and perhaps the fact that many
can lift it aside, allowing them to descend into the regional cham- new faces are seen with each visit. When used, such hamlets are
ber – a reminder of their superior status compared to the sover- seen as a necessary risk, a way for the citadel to gather extra in-
eigns in eyeholds. formation about the world outside and to spread its influence
If these chambers are a citadel’s brain, then the incubator is without hinting at its own existence.
its heart. Great care is taken to keep the incubator’s location a se-
cret from all outsiders, and even from the citadel’s humanoid res-
idents. No two citadels protect their incubator the same way. Urban Beholder Settlements
Sometimes the ancient beholder is found in a secret chamber
above the citadel’s council, other times it might be in a grotto that Although they prefer the security of remote underground lo-
can only be reached from a particular one of the numberless tun- cations, beholders sometimes choose to dwell in or near the cities
nels ringing the wards. If a citadel has easy access to an under- of other races. When doing so, they attempt to replicate their na-
ground body of water, it might even dwell at the bottom. tive environment as much as possible.
But a common and effective tactic is to build the incubator’s Most importantly, beholders wish to dwell underground. This
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is how they were raised, and many find the surface world too open lecting, and hope to begin collecting once they’re done with their
and unprotected for long-term habitation. Sewers are a popular current obsessions. All such galleries are ringed with traps, but the
choice, as beholders aren’t bothered by the filth and smell and find rest of the settlement uses few of them. Lines of sight are a par-
the often-cylindrical tunnels appealing. Natural caverns under- ticular concern – ideally it is possible to stand (or hover) in the
neath cities are even better, but difficult to find. Cities that have center of a chamber and see all its major galleries simultaneously.
existed for hundreds or thousands of years are often built on sev- The personal rooms of any Consuming Eye sovereigns will be
eral layers of old foundations, leading to vast and poorly-explored very large, and each sovereign will usually have several of them.
spaces that are perfect for a beholder’s use. Many of their settlements’ lower areas will have one or two dis-
Whether a beholder makes changes to its urban home depends plays that indicate what its inhabitants specialize in, much like
on how long the beholder plans to remain there. A single sovereign traveling exhibitions from a museum.
engaged in a covert short-term campaign will probably stake out a Enigma: Their constructs are unlike other beholder architec-
small territory, leaving it untouched and providing no evidence of ture, often asymmetrical and designed with no regard to comfort
its origin or purpose. A project of longer duration will lead the be- or even utility. Long, low chambers for experimentation are at-
holder to make it more home-like, delving a few new side tunnels tached to the main level in eyeholds and citadels. In lairs and out-
for its use. If space permits, it will carve out a spherical private posts, the lowest level often serves the same purpose. Many Enig-
chamber for itself far away from any obvious surface exits. ma dwellings have several large stone sculptures created by their
When beholders choose to permanently settle in and under a inhabitants, shapes of a definite pattern but no apparent purpose.
city, they methodically turn their chosen space into something Slaves have terrible quarters, and eyekin don’t do much better.
more like the caverns of their origin, an unsettling hybrid of The Enigma has relatively few of the larger settlements.
styles. Within the limits of their chosen area, they create the wide Eternal Vigil: Paranoid and hostile, beholders of the Eternal
high-ceilinged chambers and networks of vertical tunnels that Vigil honeycomb their dwellings with secondary tunnels for spy-
they prefer. In this case, beholders often have many exits to dif- ing and surprise attacks, and tertiary tunnels to monitor the sec-
ferent parts of the surface world – the risk of discovery is out- ondary ones. Traps are found everywhere; most of the floor is
weighed by the value of being able to emerge in several areas of only inches thick, and extra niches above are filled with objects to
the city without giving away the location of their core dwelling. rain down on attackers. Slaves and eyekin dwellings are dotted
If such a location proves secure for several years, adventurous with monitoring points, and the latter are usually not permitted to
beholders will create a full-fledged outpost or eyehold in the earth have roofs. The Eternal Vigil prefers either individual dwellings
below it. This provides them with the layout they prefer and plen- or huge ones, with few options in between. Either they wish no-
ty of room for servitors. However, it is also at greater risk of dis- body to see them, or they want to insure that every watcher is in
covery by the population above. Beholders creating such a settle- turn being watched.
ment will use many traps to secure it, both of their own devising Final Forge: Almost the polar opposite of Enigma architec-
and those created by their eyekin artisans. They will also sculpt the ture. Clean, regular, and orderly; larger Final Forge settlements re-
interior of each access tunnel so that in case of a major assault from mind the observer of a beehive in terms of efficient design and the
above, a well-placed disintegration beam can quickly collapse it. inhabitants’ sense of purpose. Servitors have good quarters, slave
and eyekin alike. The Final Forge often creates extra secondary
tunnels to observe their minions.
Architecture and Dominion First Eye: Among the showiest beholder architects. Its basic
construction as well as its decoration is intended to impress, with
As with all aspects of their life, the Dominion of a beholder particularly high ceilings and fewer visible support pillars. Be-
has great influence over its use of space. All of the Dominions use holders of the First Eye build some of the largest eyeholds and
some form of each settlement outlined here, but an experienced citadels, and even their lairs are usually bigger than necessary.
eye can tell which Dominion created a given beholder dwelling Their attitude of superiority is reflected in the alienness of their
without knowing anything about its inhabitants. Details ranging style; they rarely use shapes other than spheres and hemispheres,
from the size of a chamber to the presence or absence of decora- and everything is smooth to the point of seeming polished. The
tions reflect the Dominion’s imprint. First Eye is prone to huge, grandiose monuments to their own
Consuming Eye: They are even more flamboyant than the greatness – sculpture, mural, tapestry, massive collections of arti-
First Eye, creating effects that humanoids find as gaudy as they facts, and so on. At times they build special areas for humanoid ar-
are disturbing. Their private chambers are lined with special gal- tisans, who are put to work commemorating the glory of their
leries to show off whatever the inhabitants have collected, are col- masters in every medium.
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Flesh Reborn: At times these beholders create settlements practices of these cults give rise to certain architectural features,
similar to their kindred, excavating convenient mountains or hill- depending on whether the cult is open or secret.
sides in wild settings. However, they lack the disintegrate ray of Cults in beholder settlements have little fear of discovery, and
their kindred, instead being able to mold trees as a potter works their worship practices are straightforward. The objects of their
clay. Often they and their servants create elaborate structures worship are nearby, seen every day by the faithful, and so few sym-
among treetops, with many levels of crude wooden platforms con- bolic reminders of them are needed. Temples of these cultists have
nected by perilous rope bridges. In less wooded locales, they will a massive stone carved like an eye at their center; the eye is spher-
carve nest-like tunnel structures not far below the surface, with ical, with pupils and irises carved facing in several directions. The
plenty of concealed openings. In marshes or wild country, they stone has a flattened bottom so it can’t be accidentally moved. If the
might cultivate huge hedges of brambles and thorny trees to cre- temple has a ceiling, a large hole is opened in it above the eye, wide
ate a maze that non-flying creatures have trouble penetrating. The enough for a sovereign to descend through if it chooses to.
Flesh Reborn are skilled at using their terrain to hinder foes, and The cults of the surface have more complicated requirements.
are masters of creating natural traps. Most importantly, they seek to worship in secret. This section as-
Poisoned Eye: Their habitations are harsh and unwelcoming. sumes that they have found enough space for two or three rooms,
Little thought is given to the comfort of servitors. Slaves in par- one of which is above the others. When this much secure space
ticular live (and die) without a shred of comfort or privacy. Few cannot be found, cultists will improvise as best they can.
decorations are used, even in the sovereigns’ private quarters, and A central worship area is essential. The entrance to it, whether
any that do exist are designed to instill fear. Chambers and access a secret door or a common entryway, is marked with a symbol all
tunnels are often clustered near each other, allowing faster re- cultists recognize – a circle with four lines radiating from it diag-
sponse to threats and creating bottlenecks to trap invaders or re- onally. This crude representation of a beholder might be scrawled
volting slaves. They also make liberal use of traps. in chalk, engraved on a door handle, scratched into a wall, even
Revelations: The Dominion of Revelations is not known to carefully carved into the wooden trim around a room’s entrance.
build settlements of any kind. They dwell among the clouds, drift- The worship room itself is rounded at the corners, in imitation of
ing with the wind and pursuing their enigmatic goals. Rumors per- beholder dwellings. Specifically constructed rooms might actual-
sist of a massive cloud-cavern, a huge space hollowed out of a ly be flat-bottomed spheres. More often a cult adapts an existing
cloud that is enchanted to keep its form. This cavern is said to room to this purpose, and wood and plaster are used to smooth the
house the Dominion’s only incubator. No evidence of its existence corners and have them curve gently to the ceiling.
has come to light, however. On rare occasions a Revelations be- In the ceiling’s center is a round hole; this may be covered
holder might be found in an abandoned castle on a cloud island; when not in use. The hole usually connects to a room above, even
such castles are built by cloud giants and storm giants, and these if it’s nothing more than a crawl space. High-ranking cult initiates
beholders only move in if the original tenants are dead or other- have their own rituals to perform, and they prefer to use an area
wise permanently gone. Even then, Revelations sovereigns don’t above the common floor, again in imitation of the beholders. This
stay for long, using these places as short-term bases of operations. area is also rounded at the corners when possible. The worship
Watching Wheel: Many small extra chambers shoot off from area’s walls will often have eyes painted on them, and sculpted
the central areas, holding the results of their research and experi- and carved eyes on all surfaces. More overt temples will have
ments. These are as secure as possible, often only accessible grander ocular displays, and even paint a huge eye on their ceiling
through vertical tunnels whose mouths are many feet from the with the hole serving as a pupil.
ground. Servitors are given decent quarters, particularly the eye- The worship area usually has a secret door in one of its walls,
kin, although this doesn’t exempt them from becoming unwilling if not an entire false wall. Beyond this is a tight, dark chamber
subjects of a beholder’s whim. with a deep pit in the floor. The pit has symbolic use to the cult.
Sacrifices to the beholders are made here, the nature of which de-
pends on the ruling Dominion. The Poisoned Eye might be given
Cultist Temples body parts and weapons of fallen foes, while the Consuming Eye
would want things relating to its collections. If the cult has an ac-
As beholders revere the Void, so do many humanoids revere tive connection to nearby beholders, this pit will actually become
beholders. In the underground strongholds of the tyrants this wor- a tunnel that connects to caverns or tunnel networks near the
ship is open, to be encouraged or ignored as the sovereigns see fit. tyrants’ settlement. Any sacrifices will either be collected by ser-
But in the surface world, such cults practice their rites in secret, vants for the sovereigns’ use, or disintegrated regularly lest they
justifiably afraid that those around them would react severely. The provide a clue to the connection between the two places.
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Chapter Eight
Creature Statistics
BEHOLDER SOVEREIGN Treasure: Double standard

Alignment: Usually lawful evil
The beholder sovereign is the standard creature that most ad- Advancement: 12-16 HD (Large); 17-33 HD (Huge)
venturers think of when they hear the word “beholder.” Powerful, Beholder sovereigns possess the following special abilities
intelligent, and armed with a wide variety of deadly eye rays, sov- and qualities:
ereigns are the ruling class of beholder society. Most beholder Eye Rays (Su): Each of the sovereign’s ten small eyes can
eyeholds are governed by sovereign councils. Sovereigns are produce a magical ray once a round, even when the beholder is at-
often sent on solitary missions due to their power and strength of tacking physically or moving at full speed. The creature can easi-
will. ly aim all its eyes upward, but it has difficulty bringing all of its
A full physical description of a beholder sovereign can be eyes to bear in any other direction. During a round, the creature
found in Chapter One. While based on the standard beholder, this can aim only three eye rays at targets in any one arc other than up
entry has been revised slightly to account for this new under- (forward, backward, left, right, or down). The remaining eyes
standing of beholder physiology. must aim at targets in other arcs or not at all. A beholder can tilt
and pan its body each round to change which rays it can bring to
Beholder Sovereign bear in an arc.
Large Aberration Each eye’s effect resembles a spell cast by a 13th-level sor-
Hit Dice: 11d8+44 (93 hp) cerer but follows the rules for a ray. All rays have a range of 150
Initiative: +6 feet and a save DC of 18.
Speed: 5 ft., fly 20 ft. (good), swim 20 ft Charm Person: The target must succeed at a Will save or be
Armor Class: 26 (-1 size, +2 Dex, +15 natural), touch 11, affected as though by the spell of the same name.
flat-footed 24 Charm Monster: The target must succeed at a Will save or be
Base Attack/Grapple: +8/+12 affected as though by the spell of the same name.
Attack: Eye rays +9 ranged touch and bite +2 Sleep: This works like the spell of the same name, except that
melee (2d4) it affects one creature with any number of hit dice. The target must
Full Attack: Eye rays +9 ranged touch and bite +2 succeed at a Will save to resist the effects of the ray.
melee (2d4) Flesh to Stone: The target must succeed at a Fortitude save or
Space/Reach: 10 ft./5 ft. be affected as though by the spell.
Special Attacks: Eye rays Disintegrate: The target must succeed at a Fortitude save or
Special Qualities: All-around vision, antimagic cone, flight, be affected as though by the spell of the same name.
Void sustenance Fear: This works like the spell of the same name, except that
Saves: Fort +9, Ref +5, Will +11 it targets one creature. The target must succeed at a Will save or
Abilities: Str 10, Dex 14, Con 18, be affected as though by the spell.
Int 17, Wis 15, Cha 15 Slow: This works like the spell, except that it affects one crea-
Skills: Hide +12, Knowledge (arcana) +17, Listen ture. The target must make a Will save to resist.
+18, Search +21, Spot +22, Survival +2 Inflict Moderate Wounds: This works like the spell, causing
(+4 following tracks) 2d8+10 points of damage. A successful Will save reduces this
Feats: Alertness, Flyby Attack, Great Fortitude*, damage by 50%.
Improved Initiative*, Iron Will* Finger of Death: The target must succeed at a Fortitude save
Climate/Terrain: Any land or underground or be slain as though by the spell. The target suffers 3d6+13 dam-
Organization: Solitary, pair, or cluster (3-6) age if his saving throw succeeds.
Challenge Rating: 13 Telekinesis: The beholder can move objects or creatures that
weigh up to 325 pounds, as though with a telekinesis spell. Crea-
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holder does not eat, sleep, or breathe. As a result, a beholder is im-
mune to sleep spells or effect, drowning, starvation, and dehydra-
tion. A beholder cannot be affected by poisonous gas or airborne
diseases. If a beholder possesses the ability to cast spells, it must
meditate for the standard amount of time required to prepare its
spells.
Feats: A typical sovereign possesses the five feats listed
above. However, when creating a sovereign beholder the
gamemaster may replace any marked feat with a feat from the fol-
lowing list – Dodge, Farsighted, Improved Firing Arcs, Improved
Flight, Mobility, or Nearsighted – or from the list associated with
its Dominion. The beholder must meet all of the prerequisites for
the feat, so a beholder who wants to take Improved Flight must
also take Dodge and Mobility.
BEHOLDER SOVEREIGN:
DOMINION OF ENIGMA
The sovereigns of the Enigma are strange and disturbing;
they are the beholders that even other beholders fear. They rarely
communicate with others, and devote their lives to bizarre mysti-
cal experiments which all too often include the torture and death
of living creatures.
Enigma sovereigns have dark, leathery skin. They often ap-
pear gaunt and desiccated in comparison to other beholders, but
they are just as hardy and difficult to kill as their cousins. The
most prominent difference between the Enigma sovereign and the
others of its kind is its central eye. Instead of an eye of flesh, the
center of the sovereign’s head is dominated by a gaping pit filled
tures can resist the effect with a successful Will save. with swirling dark energy. Somehow the beholder sees through
All-Around Vision (Ex): Beholders are exceptionally alert this “eye,” and its vision is even sharper than that of its cousins;
and circumspect. Their many eyes give them a +4 racial bonus to but it is also capable of pulling enemies into this bizarre void.
Spot and Search checks, and they can’t be flanked. On the rare occasions that an Enigma beholder speaks, its
Antimagic Cone (Su): A beholder’s central eye continually voice is a hissing whisper. This “voice” is a short-range psychic
produces a 150-foot antimagic cone extending straight ahead from broadcast; while it may seem to be a whisper, it can be heard over
the creature’s front. This functions just like antimagic field cast by any sort of background noise.
a 13th-level sorcerer. All magical and supernatural powers and ef-
fects within the cone are suppressed. This includes the beholder’s Beholder Sovereign
own eye rays, but it does not affect the antimagic cone of another Dominion of Enigma
beholder. Once each round, during its turn, the beholder may ac- Large Aberration
tivate or deactivate the antimagic cone (the beholder deactivates Hit Dice: 11d8+44 (93 hp)
the cone by shutting its central eye). Note that a beholder can bite Initiative: +6
only creatures to its front. Speed: 5 ft., fly 20 ft. (good), swim 20 ft
Flight (Ex): A beholder’s body is naturally buoyant. This Armor Class: 26 (-1 size, +2 Dex, +15 natural), touch 11,
buoyancy allows it to fly as the spell, at a speed of 20 feet. This flat-footed 24
buoyancy also grants it a permanent feather fall effect with per- Base Attack/Grapple: +8/+12
sonal range. Attack: Eye rays +9 ranged touch and bite +2
Void Sustenance (Ex): As outlined in Chapter One, a be- melee (2d4)
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Full Attack: Eye rays +9 ranged touch and bite +2 fected as though by the spell.
melee (2d4) Finger of Death: The target must succeed at a Fortitude save
Space/Reach: 10 ft./5 ft. or be slain as though by the spell. The target suffers 3d6+13 dam-
Special Attacks: Eye rays, Ray of Darkness age if his saving throw succeeds.
Special Qualities: All-around vision, flight, mind blank, spell Sleep: This works like the spell of the same name, except that
absorption, telepathic communication, un- it affects one creature with any number of hit dice. The target must
natural sentience, Void sustenance succeed at a Will save to resist the effects of the ray.
Saves: Fort +7, Ref +5, Will +12 Slow: This works like the spell, except that it affects one crea-
Abilities: Str 10, Dex 14, Con 18, ture. The target must make a Will save to resist.
Int 18, Wis 16, Cha 14 Telekinesis: The beholder can move objects or creatures that
Skills: Hide +10, Intimidate +12, Knowledge (ar- weigh up to 325 pounds, as though with a telekinesis spell. Crea-
cana) +18, Knowledge (the planes) +12, tures can resist the effect with a successful Will save.
Listen +16, Search +16, Spot +16; either Transformation: This ray can be used to duplicate the effects
Craft (alchemy) +12 or Spellcraft +12 of the polymorph or baleful polymorph spell. If it is used as bale-
Feats: Blindvision, Flyby Attack, Improved Initia- ful polymorph, the victim is allowed to make a Fortitude save to
tive*, Iron Will*; any one metamagic eye negate the effects of the spell, and if this fails, a Will saving throw
ray or item creation feat to negate the secondary effects of the transformation.
Ray of Darkness (Su): The central “eye” can also project a
Climate/Terrain: Any land or underground ray. This blast of darkness can only be used in the beholder’s for-
Organization: Solitary, pair, or cluster (3-6) ward firing arc. Like the other eye rays, it has a range of 150 feet
Challenge Rating: 14 and a save DC of 18. This ray has different effects based on the
Treasure: Double standard type of creature that it strikes:
Alignment: Always neutral evil Conjured creature: The target must succeed at a Will save or
Advancement: 12-16 HD (Large); 17-33 HD (Huge) be dispelled.
Outsider: The target must succeed at a Will save or be re-
Sovereigns of Enigma possess the following special abilities turned to its home plane. This effect is identical to the spell dis-
and qualities: missal, including the saving throw modifications.
Eye Rays (Su): Each of the sovereign’s ten small eyes can Other creatures: The target must succeed at a Will save or be
produce a magical ray once a round, even when the beholder is at- sucked into the extradimensional space inside the eye. This is
tacking physically or moving at full speed. The creature can easi- identical to the spell maze, with the exception that the target gets
ly aim all its eyes upward, but it has difficulty bringing all of its a saving throw to resist the effect.
eyes to bear in any other direction. During a round, the creature All-Around Vision (Ex): Beholders are exceptionally alert
can aim only three eye rays at targets in any one arc other than up and circumspect. Their many eyes give them a +4 racial bonus to
(forward, backward, left, right, or down). The remaining eyes Spot and Search checks, and they can’t be flanked.
must aim at targets in other arcs or not at all. A beholder can tilt Flight (Ex): A beholder’s body is naturally buoyant. This
and pan its body each round to change which rays it can bring to buoyancy allows it to fly as the spell at a speed of 20 feet. This
bear in an arc. buoyancy also grants it a permanent feather fall effect with per-
Each eye’s effect resembles a spell cast by a 13th-level sor- sonal range.
cerer but follows the rules for a ray. All rays have a range of 150 Mind Blank (Ex): Due to its alien consciousness and strong
feet and a save DC of 18. connection to the Void, an Enigma beholder receives all of the
Charm Person: The target must succeed at a Will save or be benefits of the mind blank spell. It cannot choose to drop this de-
affected as though by the spell of the same name. fense.
Charm Monster: The target must succeed at a Will save or be Spell Absorption (Ex): The pit of darkness that serves as the
affected as though by the spell of the same name. central eye of an Enigma sovereign absorbs all magical energy di-
Contagion: The target must succeed at a Fortitude save or be rected at the creature. Any sort of spell or supernatural effect di-
affected as though by the spell. rected at the beholder from within its forward firing arc is com-
Disintegrate: The target must succeed at a Fortitude save or pletely negated. Unlike the antimagic cone of the typical behold-
be affected as though by the spell of the same name. er, this does not prevent the sovereign from firing its own eye-
Feeblemind: The target must succeed at a Will save or be af- beams into this arc. As the effect has a personal range, it also
95

means that spellcasters can freely use any sort of spell that does remove dangerous opponents from the battlefield. With its per-
not target the sovereign, and that magic armor, weapons, and sim- sonal protection from magic, the sovereign will generally attempt
ilar items operate at full effectiveness around the sovereign. to maintain its distance, using its Ray of Darkness against melee
Telepathic Communication (Su): Enigma beholders com- attackers who attempt to close with the sovereign. Fighters and
municate using a low-level form of broadcast telepathy. As a free barbarians are also rarely known for their Intelligence, which in-
action, an Enigma beholder can send a telepathic message to all creases the duration of the Ray of Darkness’s effect.
creatures within 150 feet. If it wishes to, it may restrict this mes- An enigma sovereign should act very strangely, but decisive-
sage so that it can only be received by other Enigma beholders or ly. Decide beforehand what it hopes to gain from the combat, be-
eyekin aberrations with Enigma allegiance. An Enigma sovereign cause even if it is surprised it will try to learn something from
may also use sending 3/day as a spell-like ability, but only to what it sees. It might even choose to allow the party to defeat it
communicate with another Enigma sovereign. Finally, it may de- when it has the ability to win – its own death could teach it a great
tect thoughts at will. It uses these abilities as a 14th level sorcerer. deal.
Unnatural Sentience (Ex): The dark central eye of the sov-
ereign perceives energies far beyond normal vision. The sovereign Tactical advice for players fighting this creature:
receives the benefits of detect scrying at all times. In addition, These sovereigns are in some ways more powerful than the
within its forward firing arc it receives the benefits of detect others, because of their ability to isolate their enemies using their
magic; this affects a 150 foot cone directly ahead of its central Ray of Darkness. They have a different set of eye rays, but for the
eye, and it is always considered to have studied this area for 3 most part the standard rules involving sovereigns apply. The key
rounds. It cannot be stunned by an overwhelming magical aura. difference is to try to stay away from the enigma sovereign’s front
Void Sustenance (Ex): A beholder does not eat, sleep, or facing, which may be difficult, and to avoid using summoned
breathe. As a result, a beholder is immune to sleep spells or effect, creatures in the combat. However, in general this strategy is sim-
drowning, starvation, and dehydration. A beholder cannot be af- ilar enough to the standard sovereign that most of the advice for
fected by poisonous gas or airborne diseases. If a beholder pos- that beholder is still applicable.
sesses the ability to cast spells, it must meditate for the standard
amount of time required to prepare its spells.
Feats: When creating an Enigma beholder, you can replace BEHOLDER SOVEREIGN:
either of the marked feats with Absorb Spell Energy, Focused Eye, DOMINION OF FLESH REBORN
or any metamagic eye ray or item creation feat. The beholder must
meet all of the prerequisites for any feat it takes. This beholders of Flesh Reborn live in forests and wild
places. While very similar to other sovereigns, those in this Do-
Tactical advice for gamemasters: minion have abilities, skills, feats, and eye rays that better match
These strange creatures are as likely to observe a group as to their environment and their work of perfecting animal species.
attack it, but when they strike they can be devastating and dis- They also have a stronger bite attack, and are more likely to use it
turbing. In addition to finger of death and disintegrate, the Enig- than other beholders. However, they are not as fast or as strong-
ma beholder can cripple opponents with feeblemind and baleful willed as their cousins in other Dominions.
polymorph. Contagion is a versatile ray; the beholder can change This type of sovereign is covered with thick, coarse fur, usu-
the associated disease with each shot, which allows it to tailor an ally mottled with patterns of black and brown, although sovereigns
attack to reduce the primary ability of its victim. Cackle fever and with coats of a single color are occasionally found. The jaws and
mindfire can severely handicap spellcasters, while the shakes re- teeth of the sovereign are much larger and stronger than those of
duce a target’s Dexterity, making her an easier target for future its counterparts in other Dominions. Its eyestalks point up out of its
rays. head like small paws or arms, jointed and covered in a fine fur. Its
The Enigma sovereign does not possess an antimagic cone. eyes are generally golden in color, with reflective, slitted pupils.
Its central eye absorbs spell energy and protects it from spells in A sovereign of Flesh Reborn is typically accompanied by 8-
its forward arc, but it does not prevent casters from using healing 16 hit dice worth of eyetouched animals (or 16 hit dice of animals
or defensive spells. However, this allows it to use its own eye rays if animal growth has already been used on them). See page 112 for
in its forward arc, in addition to its Ray of Darkness, which can details on the eyetouched template.
96

Beholder Sovereign save or be affected as though by the spell.
Dominion of Flesh Reborn Greater Magic Fang: The target animal gains a +4 bonus to
Large Aberration a slam attack, fist, bite, or other natural weapon. Although the sov-
Hit Dice: 11d8+44 (93 hp) ereign is not a druid, when affected by this spell the animal is con-
Initiative: +6 sidered blessed as though a druid had cast it.
Speed: 5 ft., fly 20 ft. (good), swim 20 ft Sleep: This works like the spell, except that it affects one
Armor Class: 26 (-1 size, +2 Dex, +15 natural), touch 11, creature with any number of hit dice. The target must succeed at a
flat-footed 24 Will save to resist.
Base Attack/Grapple: +8/+12 Animal Growth: Animals are increased to twice the hit dice
Attack: Eye rays +9 ranged touch and bite +6 and their size becomes one step larger, as the spell. Constitution
melee (2d8+3) and Strength modifiers are also gained.
Full Attack: Eye rays +9 ranged touch and bite +6 Transformation: This ray can be used to duplicate the effects
melee (2d8+3) of the polymorph or baleful polymorph spell. If it is used as bale-
Space/Reach: 10 ft./5 ft. ful polymorph, the victim is allowed to make a Fortitude save to
Special Attacks: Eye rays negate the effects of the spell, and if this fails, a Will saving throw
Special Qualities: All-around vision, antimagic cone, flight, to negate the secondary effects of the transformation.
voice of the wild, Void sustenance Control Plants: This works like the spell, except that it affects
Saves: Fort +9, Ref +5, Will +9 only one Medium or larger plant. Plantlike creatures can negate
Abilities: Str 10, Dex 14, Con 18, Int 17, Wis 15, Cha the effect with a successful Will save.
15 Awaken: This works like the spell, except that the sovereign
Skills: Hide +12, Knowledge (nature) +14, Listen suffers no XP loss for using this supernatural ability. Trees gain
+18, Search +18, Spot +18, Survival +12 mobility, and trees or animals affected become intelligent and
(+14 following tracks) friendly to the sovereign.
Feats: Alertness, Flyby Attack, Great Fortitude, Telekinesis: The beholder can move objects or creatures that
Improved Initiative, Weapon Focus (bite) weigh up to 325 pounds, as though with a telekinesis spell. Crea-
tures can resist the effect with a successful Will save.
Climate/Terrain: Usually forest Finger of Death: The target must succeed at a Fortitude save
Organization: Solitary, pair, or cluster (3-6) or be slain as though by the spell. The target suffers 3d6+13 dam-
Challenge Rating: 13 age if his saving throw succeeds.
Treasure: Standard Tree Twist: This works almost exactly like the spell wood
Alignment: Usually neutral evil shape, except that it works on living trees as well as wood. Like
Advancement: 12-16 HD (Large); 17-33 HD (Huge) the druid spell, fine details are not possible, but the sovereigns of
the Dominion of Flesh Reborn often use this ability to create
Sovereigns of Flesh Reborn possess the following special dwellings for themselves and their creations, as well as traps for
abilities and qualities: trespassers. The tree survives the transformation unless it is up-
Eye Rays (Su): Each of the ten small eyes can produce a rooted in the process. The sovereign is not limited to size, but can
magical ray once a round, even when the beholder is attacking only affect one tree at a time.
physically or moving at full speed. The creature can easily aim all All-Around Vision (Ex): A beholder’s many eyes give it a +4
its eyes upward, but its own body tends to get in the way when it racial bonus to Spot and Search checks. It can’t be flanked.
tries to aim the rays in other directions. During a round, the crea- Antimagic Cone (Su): A beholder’s central eye continually
ture can aim only three eye rays at targets in any one arc other than produces a 150-foot antimagic cone extending straight ahead from
up (forward, backward, left, right, or down). The remaining eyes the creature’s front. This functions just like antimagic field cast by
must aim at targets in other arcs or not at all. A beholder can tilt a 13th-level sorcerer. All magical and supernatural powers and ef-
and pan its body each round to change which rays it can bring to fects within the cone are suppressed. This includes the beholder’s
bear in an arc. own eye rays, but it does not affect the antimagic cone of another
Each eye’s effect resembles a spell cast by a 13th-level druid beholder. Once each round, during its turn, the beholder may ac-
but follows the rules for a ray. All rays have a range of 150 feet tivate or deactivate the antimagic cone (the beholder deactivates
and a save DC of 18. the cone by shutting its central eye). Note that a beholder can bite
Charm Person or Animal: The target must succeed at a Will only creatures to its front.
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Flight (Ex): A beholder’s body is naturally buoyant. This of many melee weapons. With the feat Flyby Attack the creature
buoyancy allows it to fly as the spell, as a free action, at a speed can often move out of range again after attacking and the an-
of 20 feet. This buoyancy also grants it a permanent feather fall timagic cone still negates magical melee weapons, so ranged
effect with personal range. weapons should still be the primary choice.
Voice of the Wild (Su): A Flesh Reborn sovereign may speak Sovereigns from this Dominion seldom leave the areas they
with animals and speak with plants at will. control, so if the party has encountered one they are likely to also
Void Sustenance (Ex): A beholder does not eat, sleep, or stumble upon its experiments. Unless there is a definite need to
breathe. As a result, a beholder is immune to sleep spells or effect, proceed into the lair of the beholder, it is probably wiser to leave
drowning, starvation, and dehydration. A beholder cannot be af- the area as soon as possible.
fected by poisonous gas or airborne diseases. If a beholder pos-
sesses the ability to cast spells, it must meditate for the standard BEHOLDER SOVEREIGN:
amount of time required to prepare its spells.
DOMINION OF REVELATIONS
Tactical advice for gamemasters:
This sovereign focuses on animal companions. Just as the Beholder Sovereign
other sovereigns will prefer to surprise their opponents, if it has Dominion of Revelations
time to prepare this beholder can become much more intimidating Large Aberration
than if it is caught by surprise. Hit Dice: 11d8+44 (93 hp)
Animals usually accompany the sovereign. It can enlarge Initiative: +6
them and give them greater magic fang. It is also likely to use this Speed: 5 ft., fly 40 ft. (good), swim 40 ft
on itself. It will attack with its bite alongside its animal compan- Armor Class: 28 (-1 size, +2 Dex, +15 natural, +2 in-
ions. sight), touch 13, flat-footed 26
With tree shape, control plants, and awaken the sovereigns of Base Attack/Grapple: +8/+12
this Dominion have several ways to trap adventurers. This makes Attack: Eye rays +9 ranged touch and bite +2
them easier targets for a flyby attack. They will also transform melee (2d4)
characters with baleful polymorph so they become unthreatening Full Attack: Eye rays +9 ranged touch and bite +2
creatures. However, what is unthreatening to a sovereign might melee (2d4)
not be completely useless – a bear or wolf might seem more in- Space/Reach: 10 ft./5 ft.
teresting to the sovereign than transforming them into a domesti- Special Attacks: Eye rays
cated animal. If the target seems especially dangerous it might be Special Qualities: All-around vision, cone of truth, flight, fly,
changed into a rat or a pheasant. mind blank, oracular vision, prescience,
spell-like abilities, Void sustenance
Tactical advice for players fighting this creature: Saves: Fort +9, Ref +5, Will +13
This forest beholder will almost always be found with animal Abilities: Str 10, Dex 14, Con 18,
companions. Like its siblings, the sovereigns of the Dominion of Int 20, Wis 18, Cha 16
Flesh Reborn are challenging when they surprise the characters, Skills: Hide +12, Knowledge (arcana) +19,
but much easier to deal with when they are surprised themselves. Knowledge (the planes) +19, Listen +20,
If the characters can strike before the beholder has cast greater Search +23, Sense Motive +18, Spot +24
magic fang and animal growth on its companions then the char- Feats: Alertness, Flyby Attack, Great Fortitude,
acters are already at an advantage. Improved Initiative, Iron Will
The beholder may call up the forest itself to attack the char-
acters. However, animated trees and enlarged animals are still less Climate/Terrain: Any land
threatening than the sovereign’s finger of death and baleful poly- Organization: Solitary, pair, or cluster (3-6)
morph spells – treat these threats as you would the slaves and eye- Challenge Rating: 13
kin of the other beholders. Treasure: None
This sovereign is more likely to attack with its bite, which is Alignment: Usually neutral
more deadly than those of the standard sovereigns. It may also Advancement: 12-16 HD (Large); 17-33 HD (Huge)
cast greater magic fang upon itself. While this can be more in-
timidating, it also means that the sovereign may well be in range This is the only beholder type found among the Dominion of
98

Revelations. They seldom directly interact with other beings, pre- the ray’s DC of 20 for the Fortitude saving throw.
ferring to work indirectly at a distance. Their powers and skills Phantasmal Killer: This works like the spell. The target can
deal more with knowledge and divination than other beholders, al- make a Will saving throw to recognize the image is unreal, but if
though with their mind-altering eye rays and improved flying abil- the Will save fails then the target must make a Fortitude saving
ity they can be even more terrifying in combat than other sover- throw. Success means the subject takes 3d6 points of damage, but
eigns. failure means the target dies. Unlike with the spell, a helm of
The skin of the sovereign is an iridescent blue-white, and its telepathy will not allow the target to turn the beast on the sover-
eyes have an opalescent quality. The sovereign has no mouth and eign – the creature disappears after the Will saving throw suc-
cannot speak. Its central eye is considerably larger than the sover- ceeds.
eigns of other Dominions. The color of its flesh shifts with its Feeblemind: The target must succeed at a Will save or be af-
mood – as it gets angrier its skin darkens, like a cloud threatening fected as though by the spell.
rain. Angry sovereigns of Revelations sometimes shoot off tiny Insanity: The target must succeed at a Will save or be affect-
sparks which are harmless in themselves but hint at the terrible ed as though by the spell.
fury about to be unleashed. Telekinesis: The beholder can move objects or creatures that
Sovereigns of the Dominion of Revelations possess the fol- weigh up to 325 pounds, as though with a telekinesis spell. Crea-
lowing special abilities and qualities: tures can resist the effect with a successful Will save.
Eye Rays (Su): Each of the sovereign’s ten small eyes can All-Around Vision (Ex): Beholders are exceptionally alert
produce a magical ray once a round, even when the beholder is and circumspect. Their many eyes give them a +4 racial bonus to
moving at full speed. The creature can easily aim all its eyes up- Spot and Search checks, and they can’t be flanked.
ward, but its own body tends to get in the way when it tries to aim Cone of Truth (Su): A Revelation sovereign’s central eye
the rays in other directions. During a round, the creature can aim continually produces a 150-foot invisible cone of energy extend-
only three eye rays at targets in any one arc other than up (for- ing straight ahead from the creature’s front. This functions simi-
ward, backward, left, right, or down). The remaining eyes must larly to true seeing cast by a 14th-level sorcerer, except that the ef-
aim at targets in other arcs or not at all. A beholder can tilt and pan fects of the spell are visible to everyone, and only affect things
its body each round to change which rays it can bring to bear in within the cone. All magical and supernatural illusions or any-
an arc. thing that interferes with sight within the cone are suppressed –
Each eye’s effect resembles a spell cast by a 13th-level sor- darkness is illuminated and illusions or shadows are dispelled.
cerer but follows the rules for a ray. All rays have a range of 150 Once each round, during its turn, the beholder decides which way
feet and a save DC of 19. it will face, and whether the Cone of Truth is active or not (the be-
Charm Person: The target must succeed at a Will save or be holder deactivates the cone by shutting its central eye).
affected as though by the spell. A victim of this spell will be com- Flight (Ex): A beholder’s body is naturally buoyant. This
pelled to act to protect the sovereign, without requiring specific buoyancy allows it to fly as the spell, at a speed of 20 feet. This
instructions from the beholder. buoyancy also grants it a permanent feather fall effect with per-
Charm Monster: The target must succeed at a Will save or be sonal range.
affected as though by the spell. A victim of this spell will be com- Mind Blank (Ex): Due to its cryptic alien consciousness, a
pelled to act to protect the sovereign, without requiring specific Revelations beholder receives all of the benefits of the mind blank
instructions from the beholder. spell. It cannot choose to drop this defense.
Sleep: This works like the spell, except that it affects one Oracular Vision (Su): A sovereign of Revelations can use
creature with any number of hit dice. The target must succeed at a greater scrying at will, as a 20th level sorcerer.
Will save to resist. Prescience (Ex): The senses of the sovereign of Revelations
Geas/Quest: This is identical to the spell, although it requires extend far beyond normal sight. The sovereign is aware of every-
a ranged touch attack. The victim gets no saving throw against the thing that occurs in its vicinity, and is constantly catching
effect. The beholder does not need to speak to use the power; its glimpses of the immediate future and the past. As a result, it re-
wishes are communicated to the victim mentally. ceives all of the benefits of foresight and detect scrying, and may
Hold Person: The target must succeed at a Will save or be af- receive additional information at the gamemaster’s discretion.
fected as though by the spell. These powers are inherently tied to the beholder’s consciousness;
Wind Gust: This works like the spell control winds, although they are not supernatural and cannot be blocked or dispelled.
the ray affects only one target. The wind force is increased four Void Sustenance (Ex): A beholder does not eat, sleep, or
levels for one round. Refer to the rules for strong winds, but use breathe. As a result, a beholder is immune to sleep spells or effect,
99

and so cover is less likely to be easily available. If the sovereign
finds itself in trouble, it will generally rise into the stratosphere.
Note that the sovereign’s maneuverability is perfect and its speed
is 40 – this allows it to rise at a rate of 40 feet per round, and with
a double move this increases to 80 feet. This increase in move-
ment is the biggest difference between this sovereign’s tactics and
its more common siblings from other Dominions. With a move of
40, it can easily flee from combat – of course, it can also run down
its enemies to finish them off. Another important note is that its
eye does not produce an antimagic cone, but instead a true seeing
cone. This eliminates illusions and shadows, but no other magic is
nullified.
Tactical advice for players fighting this creature:

These creatures seldom encounter humanoids directly, but
when they do it is a frightening prospect for the creatures in-
volved. The sovereigns of the Dominion of Revelations have eye
rays that focus primarily on Will saves. Their eye rays are not as
lethal as the other sovereigns, but insanity and geas/quest can
cause long-term problems for a character. Due to the lack of the
antimagic cone these creatures are far more vulnerable to mysti-
cal attacks, but attempts to sneak by the creature are ill-advised.
The best solution is to avoid conflict altogether – these sovereigns
are more reasonable than others of their kind and will often re-
spond to dialogue.
BEHOLDER MONITOR
drowning, starvation, and dehydration. A beholder cannot be af- The beholder monitor is a small, cunning creature that serves
fected by poisonous gas or airborne diseases. If a beholder pos- as both spy and sentinel. A swift and nimble flyer with keen sens-
sesses the ability to cast spells, it must meditate for the standard es and a knack for clinging to the shadows, monitors are often de-
amount of time required to prepare its spells. ployed to areas where a Dominion plans to establish an outpost or
Spell-Like Abilities: At will – dream, whispering wind; a lair. While not as brilliant as sovereign beholders, beholder mon-
3/day – augury, zone of truth; 1/day – commune. The sovereign itors are nonetheless extremely intelligent creatures, and they are
can use whispering wind without speaking. Treat the sovereign as typically more comfortable dealing with humanoids than their
a 14th level sorcerer. more powerful kindred. As a result, monitors often serve as am-
bassadors, messengers, or mediators when the presence of a sov-
Tactical advice for gamemasters: ereign is not required. Experienced monitors often enhance their
On those rare occasions when the Dominion of Revelations skills in stealth and conversation by acquiring one or two rogue
becomes directly active in the world and enters combat, their at- class levels.
tacks almost entirely focus on Will saves. However, the A monitor has a slightly ovoid body that tapers to a point on
geas/quest eye ray can be very effective at recruiting the best the opposite side of its mouth, approximately 15 inches from tooth
fighters to help protect the sovereign – after enough rounds, the to tip. It does not possess a single central eye; instead, its entire
entire party can be forced to stop fighting with the instructions body is covered with small eyes, which do not possess magical
“Protect my life and my freedom.” Often if the sovereign knows abilities but do help it monitor its surroundings. A monitor has
it will be coming into combat it will collect adventurers with this five eyestalks, each about one foot in length, which are generally
eye ray to help it fight. spread around the body with radial symmetry. Its mouth is small
It is unlikely that the sovereign will be found underground, but filled with needle-sharp teeth. It possesses a tremendous level
100

of control over its power of flight, and can turn in place or move er but follows the rules for a ray. All rays have a range of 60 feet
in any direction at will. The voice of a monitor is slightly nasal, and a save DC of 13.
but it can produce a wider range of sounds than most beholders; Charm Person: The target must succeed at a Will save or be
with practice, a monitor can become an excellent mimic. affected as by the spell. In combat, a monitor will typically try to
Because of its limited combat abilities, a beholder monitor sow confusion and dissent among its enemies and then flee, unless
can be quite useful when the gamemaster wants to add a beholder it is in an overwhelmingly strong position.
presence into a low-level game. An encounter with a monitor can Inflict Moderate Wounds: This works like the spell, causing
be an excellent tip-off to the long-term plans of a sect – which will 2d8+3 points of damage. A successful Will save reduces this dam-
unfold over the course of later adventures. age by 50%.
Knock: This is identical to the spell of the same name, and al-
Beholder Monitor lows the monitor to unlock doors and chests that it may encounter.
Small Aberration Mage Hand: This is similar to the spell of the same name, al-
Hit Dice: 3d8+9 (22 hp) lowing the beholder to telekinetically manipulate an object of up
Initiative: +9 to 5 lbs. The monitor has slightly more finesse than the spell nor-
Speed: 5 ft., fly 40 ft. (perfect), swim 40 ft mally allows, and can perform simple actions (like turning a door-
Armor Class: 24 (+1 size, +5 Dex, +8 natural), touch 16, knob) with a successful Intelligence check (DC 10).
flat-footed 19 Sleep: This works like the spell of the same name, except that
Base Attack/Grapple: +2/-4 it affects one creature with any number of hit dice. The target must
Attack: Eye rays +8 ranged touch and bite -3 melee succeed at a Will save to resist the effects of the ray.
(1d4-1) All-Around Vision (Ex): The many eyes and uncanny sens-
Full Attack: Eye rays +8 ranged touch and bite -3 melee es of the beholder monitor give it a +6 racial bonus to Spot,
(1d4-1) Search, and Listen checks. A beholder monitor cannot be flanked.
Space/Reach: 5 ft./5 ft. Flight (Ex): A beholder’s body is naturally buoyant. This
Special Attacks: Eye rays buoyancy allows it to fly as the spell, as a free action, at a speed
Special Qualities: All-around vision, flight, Void sustenance of 40 feet. This buoyancy also grants it a permanent feather fall
Saves: Fort +4, Ref +6, Will +5 effect with personal range.
Abilities: Str 8, Dex 20, Con 16, Void Sustenance (Ex): A beholder does not eat, sleep, or
Int 14, Wis 14, Cha 13 breathe. As a result, a beholder is immune to sleep spells or effect,
Skills: Bluff +6, Hide +12, Knowledge (local) +6, drowning, starvation, and dehydration. A beholder cannot be af-
Listen +10, Search +10, Spot +10 fected by poisonous gas or airborne diseases. If a beholder pos-
Feats: Alertness, Flyby Attack, Improved Initia- sesses the ability to cast spells, it must meditate for the standard
tive amount of time required to prepare its spells.
Skills: A beholder monitor speaks Common, Beholder, and
Climate/Terrain: Any land or underground
three additional languages; a monitor typically learns the most
Organization: Solitary, pair, or cluster (3-6)
common languages of the region that it is deployed to. Beholder
Challenge Rating: 3
monitors are natural mimics, and a monitor gains a +4 racial
Treasure: Standard
bonus to Disguise checks made to alter its voice. Finally, a be-
holder monitor gains a +4 circumstance bonus to Move Silently
Advancement: 4-6 HD (Small); 7-12 HD (Medium); or by
checks made while flying; this has not been including in the
class level (rogue)
bonuses listed above.
Beholder monitors possess the following special abilities and
qualities: Tactical advice for gamemasters:
Eye Rays (Su): A beholder monitor possesses five eyestalks. The monitor is more likely to start by talking than any other
Each eye can produce a magical ray once per round, even when beholder. The most violent Dominions are unlikely to employ
the monitor is attacking physically or moving at full speed. Dur- them for this reason. A monitor may attempt to lie its way out of
ing a round, the creature can aim only three eye rays at targets in a situation, or it might attempt to deal with the players. However,
any one arc other than forward or backwards (up, left, right, or the monitor is not usually a good creature – it will attack if it
down). thinks it has the upper hand.
Each eye’s effect resembles a spell cast by a 5th-level sorcer- A monitor can usually hide in the corners and attack from the
101

shadows, catching the players flat-footed. It will attempt to use its Special Qualities: All-around vision, flight, hypnotic cone,
maneuverability to its advantage, dodging around obstacles and Void sustenance
finding cover where it can. Saves: Fort +8, Ref +4, Will +11
Abilities: Str 10, Dex 12, Con 16,
Tactical advice for players fighting this creature: Int 16, Wis 15, Cha 14
As a creature that is smaller than the average beholder, it is Skills: Hide +12, Knowledge (arcana) +10, Listen
also less intimidating. This creature can be grappled, and its eye +18, Search +20, Spot +22, Sense Motive
rays are not nearly as deadly. Generally it is less important to find +10, Survival +2 (+4 following tracks)
cover from these creatures, and they should be approached. How- Feats: Alertness, Flyby Attack, Focused Eye
ever, because of their improved flight powers, getting close (charm monster), Great Fortitude, Im-
enough to them or keeping them low to the ground may be more proved Initiative, Iron Will
problematic, and so ranged weapons may still be helpful against Climate/Terrain: Any land or underground
them. Organization: Solitary, pair, or cluster (3-6)
Challenge Rating: 9
BEHOLDER OVERSEER, GREATER Treasure: Standard
The overseers manage slave populations for the beholder Advancement: 12-16 HD (Large); 17-33 HD (Huge)
community. Because of the intelligence and responsibilities of
greater overseers they often enjoy status just below that of sover- Greater overseers possess the following special abilities and
eigns. Most overseers work with eyekin to ensure that slaves are qualities:
motivated and secure. Because of the isolation and fear that most Eye Rays (Su): Each of its eight small eyes can produce a
slaves feel while trapped in beholder cities, an overseer seldom magical ray once a round, even when the beholder is attacking
uses the charm eye rays. More often it will use inflict moderate physically or moving at full speed. The creature can easily aim all
wounds as a type of lash, and in the rare case of a large slave re- its eyes upward, but its own body tends to get in the way when it
volt open its central eye, which has an effect similar to hypnotic tries to aim the rays in other directions. During a round, the crea-
pattern. ture can aim only three eye rays at targets in any one arc other than
The greater overseer has ridges under and over the main eye up (forward, backward, left, right, or down). The remaining eyes
that suggest a nose and eyebrows. Its body is slightly more tall must aim at targets in other arcs or not at all. A beholder can tilt
than wide, enhancing the effect of a humanoid head. The effect is and pan its body each round to change which rays it can bring to
more mockery than imitation, as the various skin textures and col- bear in an arc.
ors that are found in the Dominions destroy the illusion. Its eight Each eye’s effect resembles a spell cast by an 11th-level sor-
tentacles, when not in use, are folded back along the top of the cerer but follows the rules for a ray. Unless otherwise mentioned,
head like hair. all rays have a range of 130 feet and a save DC of 17.
Charm Monster: The target must succeed at a Will save or be
Greater Beholder Overseer affected as though by the spell. A greater overseer has two of these
Large Aberration eye rays, and due to its Focused Eye feat the saving throw DC is
Hit Dice: 11d8+33 (82 hp) increased to 19.
Initiative: +5 Fear: This works like the spell, except that it targets one crea-
Speed: 5 ft., fly 20 ft. (good), swim 20 ft ture. The target must succeed at a Will save or be affected as
Armor Class: 25 (-1 size, +1 Dex, +15 natural), touch 10, though by the spell.
flat-footed 24 Haste: This works like the spell. Overseers use it to increase
Base Attack/Grapple: +8/+12 the efficiency of their workers.
Attack: Eye rays +8 ranged touch and bite +2 Inflict Moderate Wounds: This works like the spell, causing
melee (2d4) 2d8+10 points of damage (Will half). A greater overseer has two
Full Attack: Eye rays +8 ranged touch and bite +2 of these eye rays.
melee (2d4) Mage Hand: This is similar to the spell of the same name, al-
Space/Reach: 10 ft./5 ft. lowing the beholder to telekinetically manipulate an object of up
Special Attacks: Eye rays to 5 lbs. The overseer has slightly more finesse than the spell nor-
102

mally allows, and can perform simple actions (like turning a door- by the hypnotic pattern, while spellcasters can safely stay back
knob) with a successful Intelligence check (DC 10) and hammer at it with spells. In general, ranged attacks are the
Sleep: This works like the spell, except that it affects one most effective approach; a fighter is better off using her mighty
creature with any number of hit dice. The target must succeed at a composite longbow than charging into the hypnotic cone.
Will save to resist.
All-Around Vision (Ex): Beholders are exceptionally alert BEHOLDER OVERSEER, LESSER
and circumspect. Their many eyes give them a +4 racial bonus to
Spot and Search checks, and they can’t be flanked. The lesser overseer is not as powerful or as intelligent as its
Hypnotic Cone (Su): An overseer’s central eye continually larger sibling. It lacks a central eye and has fewer eyes than the
produces a mesmerizing pattern of rhythmic light. This effect is greater overseer. It is also smaller. However, it is useful for mov-
identical to hypnotic pattern cast by an 11th-level sorcerer, except ing through populations and re-establishing charm effects where
that it covers a 130 foot cone extending forward from the overseer necessary. It has sufficient intelligence to oversee simple and
and can affect any number of creatures, regardless of hit dice. Any repetitive tasks and to report problems to its superiors.
creature caught in the cone must make a Will save (DC 17, or DC The lesser overseers look like their larger cousins, but their
15 if used in combat) or ignore his surroundings and focus on the features are compressed into the center of their “face.” The eye-
pattern of lights. This effect will be broken if the overseer takes less nose and eyebrow ridges resemble a mask.
any sort of hostile action, but a creature can be rehypnotized if he
remains in the area of effect. Once each round, during its turn, the Lesser Beholder Overseer
overseer decides which way it will face, and whether the hypnotic Medium Aberration
pattern is active or not (the beholder deactivates it by shutting its Hit Dice: 8d8+16 (50 hp)
central eye). If the beholder moves or closes its eye, a hypnotized Initiative: +1
creature will remain under the influence of the effect for 2 rounds. Speed: 5 ft., fly 20 ft. (good), swim 20 ft
Flight (Ex): A beholder’s body is naturally buoyant. This Armor Class: 23 (+1 Dex, +12 natural), touch 11, flat-
buoyancy allows it to fly as the spell, at a speed of 20 feet. This footed 22
buoyancy also grants it a permanent feather fall effect with per- Base Attack/Grapple: +6/+6
sonal range. Attack: Eye rays +7 ranged touch and bite +1
Void Sustenance (Ex): A beholder does not eat, sleep, or melee (2d4)
breathe. As a result, a beholder is immune to sleep spells or effect, Full Attack: Eye rays +7 ranged touch and bite +1
drowning, starvation, and dehydration. A beholder cannot be af- melee (2d4)
fected by poisonous gas or airborne diseases. If a beholder pos- Space/Reach: 5 ft./5 ft.
sesses the ability to cast spells, it must meditate for the standard Special Attacks: Eye rays
amount of time required to prepare its spells. Special Qualities: All-around vision, flight, Void sustenance
Saves: Fort +6, Ref +3, Will +10
Tactical advice for gamemasters: Abilities: Str 10, Dex 12, Con 14,
A greater overseer is a dangerous and unusual opponent. It Int 11, Wis 15, Cha 15
does not possess any of the three lethal beams of the standard sov- Skills: Listen +12, Search +10, Spot +12, Sense
ereign, so it is not a major physical threat. However, its continu- Motive +8
ous hypnotic pattern ability has a good chance of freezing ene- Feats: Alertness, Flyby Attack, Great Fortitude,
mies in their tracks. An overseer will try to keep its opponents in Iron Will
this cone, using its two charm monster beams to turn enemies into Climate/Terrain: Any land or underground
allies. As most of its eye rays are Will-based and it lacks the an- Organization: Solitary, pair, or cluster (3-6)
timagic cone of the sovereign, spellcasters pose a serious threat; it Challenge Rating: 6
will usually try to charm fighters and barbarians and then get these Treasure: Standard
brawlers to restrain the magi. Alignment: Usually lawful evil
Advancement: 9-14 HD (Medium); 15-20 HD (Large)
Tactical advice for players fighting this creature:
In many ways this creature is the reverse of a sovereign; Lesser overseers possess the following special abilities and
melee fighters who try to charge the creature will likely be trapped qualities:
103

Eye Rays (Su): Each of its seven small eyes can produce a not have an antimagic cone, so spellcasters are often more threat-
magical ray once a round, even when the beholder is attacking ening to them.
physically or moving at full speed. The creature can easily aim all
its eyes upward, but its own body tends to get in the way when it Tactical advice for players fighting this creature:
tries to aim the rays in other directions. During a round, the crea- These are not combat creatures, and will often attempt to run
ture can aim only three eye rays at targets in any one arc other than away from combat. In combat they also do not have the ability to
up (forward, backward, left, right, or down). The remaining eyes kill with a single attack, and so they are not as dangerous as the
must aim at targets in other arcs or not at all. A beholder can tilt sovereigns. Still, these creatures are not to be taken lightly. They
and pan its body each round to change which rays it can bring to can still fly and even the mildest attack – the inflict moderate
bear in an arc. wounds ray – can inflict a lot of damage on a character.
Each eye’s effect resembles a spell cast by an 8th-level sor-
cerer but follows the rules for a ray. All rays have a range of 100
feet and a save DC of 16. BEHOLDER SKIRMISHER, GREATER
Charm Person: The target must succeed at a Will save or be
This creature is another beholder used primarily for combat.
affected as though by the spell.
It is a melee creature. Unlike its smaller sibling, the lesser skir-
Charm Monster: The target must succeed at a Will save or be
misher (see below), the greater skirmisher is very intelligent and
affected as though by the spell.
has a magical attack. Because its magical attacks would be useless
Haste: This works like the spell. Overseers use it to increase
in the sovereign’s antimagic field, the greater skirmisher is often
the efficiency of their workers.
used in combat when the beholder leaders are not involved. They
Inflict Moderate Wounds: This works like the spell, causing
are usually leaders of squads of eyekin soldiers with a besieger or
2d8+10 points of damage (Will half). A lesser overseer possesses
two for support. Their heavier bodies cannot float like other be-
two of these eye rays.
holders, but they have developed extended tentacles to support
Mage Hand: This is similar to the spell of the same name, al-
themselves – their blood still has antigravity effects, and so their
lowing the beholder to telekinetically manipulate an object of up
bodies are lighter than might be expected, giving them superior
to 5 lbs. The overseer has slightly more finesse than the spell nor-
jumping and climbing abilities.
mally allows, and can perform simple actions (like turning a door-
Physically, the skirmisher is one of the more distinctive be-
knob) with a successful Intelligence check (DC 10)
holder subspecies. Alone among the beholders, skirmishers do not
Sleep: This works like the spell, except that it affects on crea-
levitate. In place of short eyestalks, the body of the skirmisher is
ture with any number of hit dice. The target must succeed at a Will
supported by ten tentacles. At any given time, four of these tenta-
save to resist the effect.
cles are used for movement and balance, while the others can be
All-Around Vision (Ex): A beholder’s many eyes give it a +4
used in battle. Six of these tentacles are thick and powerful; the
racial bonus to Spot and Search checks. It can’t be flanked.
other four are more slender, and tipped with eyes like a sovereign’s
Flight (Ex): A beholder’s body is naturally buoyant. This
eyestalks. The skirmisher cannot project eye rays from these ten-
buoyancy allows it to fly as the spell, as a free action, at a speed
tacles, but it can deliver a short-ranged mystical touch attack.
of 20 feet. This buoyancy also grants it a permanent feather fall
The central body of the skirmisher is a flattened ovoid, like a
effect with personal range.
massive lump of dough that has been thrown onto a table. In ad-
Void Sustenance (Ex): A beholder does not eat, sleep, or
dition to its central eye, fifteen to eighteen eyes are scattered
breathe. As a result, a beholder is immune to sleep spells or effect,
around its body. It has no mouth. While it cannot levitate, the
drowning, starvation, and dehydration. A beholder cannot be af-
gravity-repelling properties of its blood still allow it to move with
fected by poisonous gas or airborne diseases. If a beholder pos-
impressive speed and to make astonishing leaps in battle.
sesses the ability to cast spells, it must meditate for the standard
amount of time required to prepare its spells. Greater Beholder Skirmisher
Large Aberration
Tactical advice for gamemasters: Hit Dice: 11d8+44 (93 hp)
The lesser overseer can use charm spells to divide a group. Initiative: +9
They use many of the same tactics as sovereigns, although they Speed: 40 ft.
are generally found with slaves or eyekin support. Their direct Armor Class: 30 (-1 size, +5 Dex, +16 natural), touch 14,
damage abilities are not as powerful as a sovereign and they do flat-footed 25
104

Base Attack/Grapple: +8/+15 Hold Monster: The target must succeed at a Will save or be
Attack: 4 eye tentacles +10 touch (special), slam affected as though by the spell.
+8 (2d6+3) Inflict Moderate Wounds: This works like the spell, causing
Full Attack: Up to 4 eye tentacles +10 touch (special) 2d8+10 points of damage (Will half).
and up to 6 slams +8 (2d6+3); maximum of Slow: The target must succeed at a Will save or be affected as
6 attacks per round though by the spell.
Space/Reach: 10 ft./5 ft. Touch of Idiocy: This is identical to the spell of the same
Special Attacks: Improved grab, ray of enfeeblement, tenta- name, except that the target is allowed to make a Will saving
cle touch attacks throw to negate the effect.
Special Qualities: All-around vision, lightweight, Void suste- All-Around Vision (Ex): A beholder’s many eyes give it a
nance +4 racial bonus to Spot and Search checks. It cannot be flanked.
Saves: Fort +9, Ref +11, Will +9 Constrict (Ex): A greater skirmisher deals 1d6+1 damage
Abilities: Str 16, Dex 20, Con 18, with a successful grapple check against a Medium or smaller crea-
Int 12, Wis 14, Cha 11 ture. In the case of the four eye tentacles, this damage is replaced
Skills: Climb +15, Hide +10, Jump +20, Listen by the touch power of the tentacle.
+13, Search +13, Spot +15, Survival +2 Improved Grab (Ex): When a skirmisher hits with its slam at-
(+4 following tracks) tack or with a touch attack it can start a grapple with a Medium or
Feats: Alertness, Great Fortitude, Improved Ini- smaller creature as a free action without provoking an attack of op-
tiative, Iron Will, Multiattack portunity. A skirmisher can continue to attack while grappling, al-
though it must dedicate at least one tentacle to holding the victim.
Climate/Terrain: Any land or underground Ray of Enfeeblement (Su): Once per round, the central eye
Organization: Solitary, pair, or cluster (3-6) of the greater skirmisher can emit a beam that works like the ray
Challenge Rating: 10 of enfeeblement spell. The range of the effect is 50 feet. The tar-
Treasure: Standard get must succeed at a Fortitude save or be affected as though by
Alignment: Usually lawful evil the spell for 1d6+5 points of damage to Strength. This effect can-
Advancement: 12-16 HD (Large); 17-26 HD (Huge) not reduce Strength below 1.
Greater skirmishers possess the following special abilities Lightweight (Ex): A beholder’s body is naturally buoyant. A
and qualities: skirmisher is more densely built than other beholders, and cannot
Tentacles (Ex): A greater skirmisher has ten elongated tenta- fly. However, it gets a +10 racial modifier to Climb and Jump
cles that sprout from its body. Four of these tentacles can perform checks, and there is no maximum to the distance or height a skir-
magical touch attacks (see below). The others can be used to per- misher can jump. It also gets a +3 bonus to Reflex saving throws.
form slam attacks. At least four tentacles must be used for support
and movement. The skirmisher can attack with the remaining six Tactical advice for gamemasters:
tentacles. Usually it will perform two slams and four touch at- This creature is meant for melee combat. It should try to use
tacks, but it can support its weight on its eye tentacles in order to the grapple attack any chance it gets — most creatures who are
make additional slams. It may spread its attacks among multiple successfully grappled by the skirmisher will be in serious trouble
targets with no penalty. unless one of their friends can take down the creature first.
Touch Attack (Su): Four of the skirmisher’s tentacles have a
larger eye at the tip that can produce a magical touch attack once Tactical advice for players fighting this creature:
a round. These tentacles act with full autonomy, and all four can Although these creatures do not fly, they can leap great dis-
strike even if the skirmisher is making a slam attack or moving at tances and often cling to ceilings to drop on targets. Ranged
full speed. All for attacks can be launched against the same target weapons are advised again to keep away from their touch attacks
or spread out against up to four targets, with no penalty to the skir- and grapple attempts, but melee weapons can be quite effective
misher. against this creature. Combat is fairly straightforward with these
Each eye’s effect resembles a spell cast by a 10th-level sor- beholders. Again, if they are working with a sovereign it is best to
cerer but follows the rules for a touch attack. Each effect can only focus on the sovereign, but in this case the characters don’t want
be used once per round. All touch attacks saving throws have a to allow attacks of opportunity if they can help it, as the grapple
DC of 16. of these creatures can be quite deadly.
105

Full Attack: 4 slams +9 melee (2d6+4), Bite +4 melee
(2d4+2)
Space/Reach: 10 ft./5 ft.
Special Attacks: Improved grab, constrict 2d6+4
Special Qualities: All-around vision, lightweight, Void suste-
nance
Int 10, Wis 12, Cha 8
Skills: Climb +14, Jump +18, Listen +10, Search
+10, Spot +12
Feats: Alertness, Great Fortitude, Improved Grap-
ple, Improved Initiative
Climate/Terrain: Any land or underground
Challenge Rating: 7
Treasure: Standard
Advancement: 9-13 HD (Large); 14-22 HD (Huge)
Lesser skirmishers possess the following special abilities and

BEHOLDER SKIRMISHER, LESSER qualities:
Tentacles (Ex): Skirmishers have eight elongated tentacles
that sprout from their body. At least four of these tentacles must
The lesser skirmisher is smaller than its cousin. It has no
be used for movement and support. Using its remaining tentacles
magical abilities whatsoever, but it excels at close combat. Lesser
it can perform four attacks per round. A skirmisher may make all
skirmishers often accompany sovereigns in pairs or groups be-
four attacks as a standard action, and may attack multiple targets
cause their slam and grappling attacks operate at full effectiveness
without penalty.
in an antimagic field. Like greater skirmishers, they are faster and
Improved Grab (Ex): When a skirmisher hits with its slam
stronger than most beholders. Although they cannot fly, they have
attack it can start a grapple as a free action without provoking an
the same enhanced jumping and climbing ability as the greater
attack of opportunity. A skirmisher can continue to attack while
skirmisher.
grappling, although it must dedicate at least one tentacle to hold-
While smaller than the greater skirmisher, the lesser skir-
ing the victim.
misher is slightly more heavily built; its tentacles are even
Constrict (Ex): A lesser skirmisher deals 2d6+4 damage with
stronger and thicker than those of the greater skirmisher. The less-
a successful grapple check against a Medium or smaller creature.
er skirmisher has no central eye, but it has a vicious maw filled
All-Around Vision (Ex): A beholder’s many eyes give it a
with daggerlike teeth. A dozen small eyes are scattered are scat-
+4 racial bonus to Spot and Search checks. It cannot be flanked.
tered across its body.
Lightweight (Ex): A beholder’s body is naturally buoyant. A
skirmisher is more densely put together than other beholders, and
Lesser Beholder Skirmisher
cannot actually fly. However, it gets a +10 racial modifier to
Large Aberration
Climb and Jump checks, and there is no maximum to the distance
Hit Dice: 8d8+40 (76 hp)
or height a skirmisher can jump. It also gets a +3 bonus to Reflex
Initiative: +8
saving throws.
Speed: 40 ft.
Void Sustenance (Ex): A beholder does not eat, sleep, or
Armor Class: 26 (-1 size, +4 Dex, +13 natural), touch 13,
flat-footed 22
drowning, starvation, and dehydration. A beholder cannot be af-
Base Attack/Grapple: +6/+18
fected by poisonous gas or airborne diseases.
Attack: 4 slams +9 melee (2d6+4)
106

Tactical advice for gamemasters: Skills: Listen +7, Search +6, Spot +12
These creatures are meant for melee combat. The skirmisher Feats: Alertness, Flyby Attack, Great Fortitude*,
should try to use the grapple attack any chance it gets – most crea- Weapon Focus (ray)
tures who are successfully grappled by the skirmisher will be in Climate/Terrain: Any land or underground
serious trouble unless one of their friends can take down the crea- Organization: Solitary, pair, or cluster (3-6)
ture first. Note that creatures of size Large or greater are immune Challenge Rating: 8
to the lesser skirmisher’s grapple attack. Treasure: Standard
Tactical advice for players fighting this creature: Advancement: 9-14 HD (Medium); 15-20 HD (Large); 21-
This creature should be faced in much the same way as a 26 HD (Huge)
greater skirmisher, although keep in mind that it is more likely to
attack in an antimagic cone because it lacks magical attacks or de- Besiegers possess the following special abilities and qualities:
fenses. Eye Rays (Su): Each of the five small eyes can produce a
magical ray once a round, even when the beholder is attacking
BESIEGER physically or moving at full speed. The creature can easily aim all
its eyes forward or backwards, but the small eyes have trouble
This variant is focused on powerful attacks, used to devastate working together when it tries to aim the rays in other directions.
defenses or disrupt an offensive charge. They serve as the living During a round, the creature can only use a single eye in each of
artillery of beholder armies. They are not as intelligent as other the other four arcs (left, right, up, and down). The remaining eyes
beholders, and during combat they are usually supervised by must aim at targets in other arcs or not at all. A beholder can tilt
gauths, sovereigns, or overseers. A lone besieger will attack any and pan its body each round to change which rays it can bring to
stranger it encounters, and unless directed otherwise it will fight bear in an arc, but it can only change its orientation to determine
to the death. A besieger does not have a central eye; its spherical which direction it is facing once per round.
body is featureless except for the fearsome mouth. Five eyestalks Each eye’s effect resembles a spell cast by a 6th-level sorcer-
surround the body in radial symmetry. Because they lack a central er but follows the rules for a ray. All rays have a range of 250 feet;
eye, each small eye operates with a much greater degree of inde- if a saving throw is allowed, the DC is 14.
pendence, and all five can look forward or backwards at once. A Inflict Moderate Wounds: This works like the spell, causing
besieger is approximately the same size as a gauth, but tougher 2d8+6 points of damage (Will half).
and denser; besiegers are designed to be weapons of war. Lightning Blast: This ray inflicts 6d6 points of electrical
damage, with no saving throw.
Besieger Mage Hand: This is similar to the spell of the same name, al-
Medium Aberration lowing the beholder to telekinetically manipulate an object of up
Hit Dice: 8d8+32 (68 hp) to 5 lbs. The monitor has slightly more finesse than the spell nor-
Initiative: +2 mally allows, and can perform simple actions (like turning a door-
Speed: 5 ft., fly 20 ft. (good), swim 20 ft knob) with a successful Intelligence check (DC 10)
Armor Class: 23 (+2 Dex, +11 natural), touch 12, flat- Ray of Cold: This ray inflicts 6d6 points of cold damage, with
footed 21 no saving throw.
Base Attack/Grapple: +6/+7 Scorching Ray: This is identical to the spell of the same
Attack: Eye rays +9 ranged touch and bite +2 name. The target suffers 4d6 fire damage with no saving throw.
melee (2d4) All-Around Vision (Ex): Beholders are exceptionally alert
Full Attack: Eye rays +9 ranged touch and bite +2 and circumspect. Their many eyes give them a +4 racial bonus to
melee (2d4) Spot and Search checks, and they can’t be flanked.
Space/Reach: 5 ft./5 ft. Flight (Ex): A beholder’s body is naturally buoyant. This
Special Attacks: Eye rays buoyancy allows it to fly as the spell, at a speed of 20 feet. This
Special Qualities: All-around vision, flight, Void sustenance buoyancy also grants it a permanent feather fall effect with per-
Saves: Fort +8, Ref +4, Will +8 sonal range.
Abilities: Str 12, Dex 14, Con 18, Void Sustenance (Ex): A beholder does not eat, sleep, or
Int 6, Wis 15, Cha 11 breathe. As a result, a beholder is immune to sleep spells or effect,
107

drowning, starvation, and dehydration. A beholder cannot be af- Space/Reach: 20 ft./5 ft.
fected by poisonous gas or airborne diseases. If a beholder pos- Special Attacks: Slow trample
sesses the ability to cast spells, it must meditate for the standard Special Qualities: Alien mind, antimagic blood, damage re-
amount of time required to prepare its spells. duction 4/-, fast healing 1, Void sustenance
Tactical advice for gamemasters: Abilities: Str 30, Dex 1, Con 26, Int 1, Wis 16, Cha 1
Besiegers are the opposite of skirmishers – they are most ef- Skills: Listen +21, Spot +22
fective when they are removed from the combat. They are in the Feats: Alertness, Blind-fight, Diehard, En-
most trouble if they are surrounded, as their eye rays can only co- durance, Great Fortitude, Iron Will, Tough-
ordinate together in the forward and backward arcs. Besiegers are ness x5
the variants most likely to be used in combination with other be- Climate/Terrain: Any land or underground
holder troops (see combinations, below). Organization: Solitary
Challenge Rating: 2
Tactical advice for players fighting this creature: Treasure: None
The besieger is powerful in its way but much less versatile Alignment: Usually lawful evil
and intelligent than a sovereign. The same rules apply regarding Advancement: 31-45 HD (Gargantuan); 45-70 HD (Colossal)
its eye rays and powers of flight, but this is not a creature that can
kill a high-level character with one ray. In a battle involving a be- The incubator possesses the following special abilities and
sieger and a sovereign, focus on the sovereign first, and then sur- qualities:
round the besieger to deny it the benefit of having all targets in its Antimagic Blood (Su): The fluid that fills an incubator has
forward arc. the effect of an antimagic field. Spells, spell-like abilities, and su-
pernatural abilities cannot affect the incubator in any way.
INCUBATOR Alien Mind (Ex): An incubator’s bizarre consciousness and
connection to the Void protects it from all forms of mental ma-
This is the breeding beholder. A fully developed incubator is nipulation. This is equivalent to the mind blank spell. In addition,
a rough, fleshy ovoid, about 50 feet in height. Its mouth disap- anyone attempting make mental contact with an incubator must
pears as it grows in size, but the massive central eye remains, gaz- roll a Will save (DC 15) or suffer the effects of the spell insanity.
ing out at its surroundings with apparent vacuity. It rests on a mas- Damage Reduction (Ex): The sheer mass of the incubator
sive, slug-like base, and its top narrows to ten stalks. The behold- combined with its lack of vital organs provide it with an excellent
er loses the eyes at the ends of its tentacles, and instead an orifice defense against physical attacks.
opens at the top of each tentacle that acts as a birth canal. While Slow Trample (Ex): Incubators are almost incapable of at-
heavily armored, its skin is slightly translucent, revealing an inte- tacking, but they can move slowly and their minds understand that
rior filled with swirling pink fluid. While it is extremely difficult they are being attacked. Incubators can perform a trample attack
to injure, the incubator’s slow trample attack is easy to avoid and once per round, which is to say that they can move five feet in one
it has little ability to interact with other creatures. Its mind is so direction. Anyone standing in that area can make a Reflex save
alien that for all purposes the incubator has sub-human intelli- (DC 10) to avoid being crushed. Creatures who fail their save are
gence. caught under the creature and take 6d10 damage. Creatures who
make their save take no damage.
Incubator Void Sustenance (Ex): An incubator does not eat, sleep, or
Gargantuan Aberration breathe. As a result, it is immune to sleep spells or effects, drown-
Hit Dice: 30d8+255 (390 hp) ing, starvation, and dehydration. An incubator cannot be affected
Initiative: -5 by poisonous gas or airborne diseases.
Speed: 5 ft.
Armor Class: 21 (-4 size, -5 Dex, +20 natural), touch 1, Tactical advice for gamemasters:
flat-footed 21 An incubator will move to defend itself a bit, but mostly it
Base Attack/Grapple: +22/+44 simply sits back and takes the damage. It is too insane and lethar-
Attack: None gic to defend itself well – it may cry out to attract other beholders
Full Attack: None to its defense, but its voice is only as loud as a normal beholder’s.
108

Tactical advice for players fighting this creature: cused Eye (telekinesis), Great Fortitude*,
Once its guardians have been defeated, the incubator should Iron Will*
present little challenge. The best advice is to stay more than 5 feet Climate/Terrain: Any land or underground
away from the creature while attacking, so that its Slow Trample Organization: Solitary, pair, or cluster (3-6)
attack cannot affect the party – although most characters who Challenge Rating: 8
have fought their way this far into a citadel will be able to avoid Treasure: Varies (no hoard, may be transporting
the trample with ease. However, killing an incubator will earn a goods)
party the enmity of an entire Dominion of beholders. Alignment: Usually lawful evil
Advancement: 14-19 HD (Huge); 20-26 HD (Gargantuan)
LABORER
Laborers possess the following special abilities and qualities:
Laborers are effectively large beasts of burden. They have Telekinesis Eye Rays (Su): Each of the laborer’s six eyes
only slightly higher than animal intelligence. Beholders use them can produce a telekinesis ray once a round, even when the be-
to carry things vertical distances – between their large bodies and holder is attacking physically or moving at full speed. The crea-
their six telekinesis eye rays they are effective at transporting ture can easily aim all its eyes upward, but its own body tends to
slaves, raw materials, or finished products around the city. With get in the way when it tries to aim the rays in other directions.
their size and strength, they can carry almost a full ton. During a round, the creature can aim only three eye rays at targets
A laborer’s main body is an eight foot ovoid, flattened slight- in any one arc other than up (forward, backward, left, right, or
ly along the top. Its six tentacles dwarf the rest of its body. Each down). Combining rays on a single target adds to the weight that
of them is three feet thick and ten feet long, although the eye at the laborer can move – so two rays can move one 500 pound ob-
the end is only three inches across. They are arranged so that its ject, and three rays can move a 750 pound object. The laborer can
mouth is clear, and each of them can carry a basket or any other also move three separate objects at once in each arc.
object that can be tied on. The tentacles lack the manual dexterity Each eye’s effect resembles a spell cast by an 10th-level sor-
required to perform slam attacks or to pick up objects, although cerer but follows the rules for a ray. All rays have a range of 100
the can be oriented to focus on a target for the telekinesis ray. The feet and a save DC of 17.
laborer possesses a central eye, but this organ lacks magical Telekinesis: The beholder can move objects or creatures that
power. weigh up to 250 pounds, as though with a telekinesis spell. Crea-
tures can resist the effect with a successful Will save.
Laborer All-Around Vision (Ex): Beholders are exceptionally alert
Huge Aberration and circumspect. Their many eyes give them a +4 racial bonus to
Hit Dice: 13d8+78 (136 hp) Spot and Search checks, and they can’t be flanked.
Initiative: -1 Flight (Ex): A beholder’s body is naturally buoyant. This
Speed: 5 ft., fly 20 ft. (good), swim 20 ft buoyancy allows it to fly as the spell, at a speed of 20 feet. This
Armor Class: 22 (-2 size, -1 Dex, +15 natural), touch 7, buoyancy also grants it a permanent feather fall effect with per-
flat-footed 22 sonal range.
Base Attack/Grapple: +9/+22 Void Sustenance (Ex): A beholder does not eat, sleep, or
Attack: Eye rays +8 ranged touch and bite +9 breathe. As a result, a beholder is immune to sleep spells or effect,
melee (2d8+2) drowning, starvation, and dehydration. A beholder cannot be af-
Full Attack: Eye rays +8 ranged touch and bite +9 fected by poisonous gas or airborne diseases.
melee (2d8+2)
Space/Reach: 15 ft./10 ft. Tactical advice for gamemasters:
Special Attacks: Eye rays This large creature is seldom scared of things that are small-
Special Qualities: All-around vision, flight, Void sustenance er than it, although that is as much stupidity as it is confidence.
Saves: Fort +12, Ref +3, Will +10 With its powerful telekinesis rays, it can throw people around the
Abilities: Str 20, Dex 8, Con 23, room and throw large objects at its enemies. Its bite attack is also
Int 3, Wis 10, Cha 10 significant. The laborer doesn’t have enough intelligence or pa-
Skills: Listen +12, Search +1, Spot +12 tience to stand back and use its rays, so it usually charges its ene-
Feats: Alertness, Endurance, Flyby Attack, Fo- mies.
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Tactical advice for players fighting this creature: Alignment: Usually lawful evil
This creature may seem like the beholder equivalent of a Advancement: 7-12 HD (Medium)
mule, but it is huge and can hurl boulders and adventurers across
a cavern. The creature can also take a great deal of punishment – Observers possess the following special abilities and qualities:
they will seldom go out of their way to attack an adventurer, so if Eye Rays (Su): While the observer has ten small eyes, it can
possible simply run away. It is not terribly observant, however, only produce a magical ray from two of them. These two eyes can
and may be fooled into carrying the characters around a beholder produce rays once a round, even when the beholder is attacking
outpost or eyehold – whether or not this is a good idea is another physically or moving at full speed. Because it only has two eyes,
question entirely. the normal limitations of rays per arc are irrelevant for this be-
holder variant.
Each eye’s effect resembles a spell cast by a 6th-level sorcer-
OBSERVER er but follows the rules for a ray. All rays have a range of 100 feet
and a save DC of 15.
These creatures are not warriors; instead, they are living se- Sleep: This works like the spell, except that it affects one
curity systems. They have some combat abilities, but when they creature with any number of hit dice. The target must succeed at a
encounter a serious threat they will usually run to get word to Will save to resist.
other beholders and eyekin guards. Inflict Moderate Wounds: This works like the spell, causing
An observer is roughly the same size and shape as a gauth. It 2d8+6 points of damage (Will half).
possesses ten eyestalks, but eight of its eyestalks are constantly Detachable Eyes (Su): The observer is capable of sending
shifting around its body, giving the impression that it is covered in out its eyes and the stalks they are on as floating scouts. These
writhing insects. Two are fixed in position, usually on the right eyes can move up to a mile away from the beholder. They operate
and left. semi-autonomously, sending back constant telepathic reports to
the observer. The detachable eyes are tiny aberrations with 4 hit
Observer points each, an AC of 22, and saving throws and flight speed equal
Medium Aberration to that of the observer. The eyes have access to all of the skills of
Hit Dice: 6d8+18 (45 hp) the observer. They have no attack, but if threatened they can use
Initiative: +7 scare as a supernatural ability, functioning like the spell by caus-
Speed: 5 ft., fly 30 ft. (good), swim 30 ft ing all creatures in a range of 15 feet with less than 6 hit dice to
Armor Class: 20 (+3 Dex, +7 natural), touch 13, flat- panic if they fail a Will save (DC 13). The eyes retain this super-
footed 17 natural ability if they are attached to the observer. The eyes are
Base Attack/Grapple: +4/+3 immune to enchantment spells, although the observer is not. Note
Attack: Eye rays +7 ranged touch and bite -2 melee that because of the beholder’s synesthetic vision, the eyes can
(1d6-1) ‘hear’ and relay sounds as well as visual images.
Full Attack: Eye rays +7 ranged touch and bite -2 melee All-Around Vision (Ex): Observers are exceptionally alert
(1d6-1) and circumspect, and always possess at least three eyes. Their
Space/Reach: 5 ft./5 ft. eyes give them a +4 racial bonus to Spot and Search checks, and
Special Attacks: Eye rays, scare they can’t be flanked.
Special Qualities: All-around vision, see invisibility cone, See Invisibility Cone (Su): An observer’s central eye con-
flight, Void sustenance tinually produces a 100-foot see invisibility cone extending
Saves: Fort +7, Ref +5, Will +7 straight ahead from the creature’s front. This functions just like
Abilities: Str 8, Dex 16, Con 16, see invisibility cast by a 6th-level sorcerer, but it is limited to the
Int 12, Wis 14, Cha 12 area of the cone. The observer can see any objects or beings that
Skills: Hide +10, Listen +12, Search +8, Spot +16 are invisible within the area of the cone, as well as any that are as-
Feats: Alertness, Flyby Attack, Great Fortitude, tral or ethereal, as if they were normally visible. Once each round,
Improved Initiative during its turn, the beholder decides which way it will face, and
Climate/Terrain: Any land or underground whether the see invisibility cone is active or not (the observer de-
Organization: Solitary activates the cone by shutting its central eye). Note that a behold-
Challenge Rating: 3 er can bite only creatures to its front.
Treasure: None Flight (Ex): A beholder’s body is naturally buoyant. This
110

buoyancy allows it to fly as the spell, at a speed of 30 feet. This Shaper
buoyancy also grants it a permanent feather fall effect with per- Medium-size Aberration
sonal range. Hit Dice: 7d8+21 (52 hp)
Void Sustenance (Ex): A beholder does not eat, sleep, or Initiative: +2
breathe. As a result, a beholder is immune to sleep spells or effect, Speed: 5 ft., fly 20 ft. (good), swim 20 ft
drowning, starvation, and dehydration. A beholder cannot be af- Armor Class: 19 (+2 Dex, +7 natural), touch 12, flat-
fected by poisonous gas or airborne diseases. footed 17
Base Attack/Grapple: +5/+5
Tactical advice for gamemasters: Attack: Eye rays +7 ranged touch and bite +0
With only two eye rays, the observer is unlikely to participate melee (1d6)
in combat if it has the option of fleeing. If it is forced to fight, it Full Attack: Eye rays +7 ranged touch and bite +0
will use its detachable eyes to create fear among those attacking melee (1d6)
it. The observer’s tactics focus on trying to create an opening Space/Reach: 5 ft./5 ft.
through which it can escape. It will make use of cover and height Special Attacks: Eye rays
if it is available, even if this means that it doesn’t have a good Special Qualities: All-around vision, flight, Void sustenance
angle for attacking. Saves: Fort +7, Ref +4, Will +7
Tactical advice for players fighting this creature: Int 15, Wis 14, Cha 14
These are not combat creatures, and will often attempt to run Skills: Craft (sculpting) +10, Craft (stonemasonry)
away from combat. In combat they also do not have the ability to +10, Knowledge (architecture and engineer-
kill with a single attack, and so they are not as dangerous as the ing) +10, Listen +10, Search +10, Spot +10
sovereigns. Still, these creatures are not to be taken lightly. They Feats: Alertness, Flyby Attack, Focused Eye
can still fly and even the mildest attack – the inflict moderate (telekinesis), Great Fortitude
wounds ray – can inflict a lot of damage on a character. Climate/Terrain: Any land or underground
SHAPER Challenge Rating: 6
Treasure: Standard
The shaper is a construction variant, used to create the vast Alignment: Usually lawful evil
cities, rugged outposts, and trap-laced corridors of beholder civi- Advancement: 9-13 HD (Medium); 14-28 HD (Large)
lizations. It can defend itself when attacked, but prefers to run to
the safety of a more powerful beholder when it can. Shapers often Shapers possess the following special abilities and qualities:
work with teams of eyekin or slaves – while the beholder shapes Eye Rays (Su): Each of the five small eyes can produce a mag-
the general structure, the humanoids follow behind to finish de- ical ray once a round, even when the beholder is attacking physical-
tails and fine elements. The shapers consider themselves to be ar- ly or moving at full speed. During a round, the shaper can aim only
tisans and take a great deal of pride in their work, so they may be three eye rays at targets in any one arc other than up (forward, back-
convinced to discuss their work with strangers if they are appro- ward, left, right, or down). The remaining eyes must aim at targets
priately appreciative. A shaper has a central eye, but it does not in other arcs or not at all. A beholder can tilt and pan its body each
possess any sort of magical power. round to change which rays it can bring to bear in an arc.
A shaper has an ovoid body, about two feet across. The typi- Each eye’s effect resembles a spell cast by a 10th-level sor-
cal shaper is usually covered in a layer of dirt, mud, and stone cerer but follows the rules for a ray. All rays have a range of 120
dust. Five eyestalks protrude from this mess, creating cracks and feet and a save DC of 16.
causing dirt to crumble off as it moves. In addition to its eyestalks, Stone Shape: This works like the spell. It can be used to cre-
the shaper possesses a set of prehensile tentacles that can be used ate any feature out of stone at a rate of 19 cubic feet per round.
to manipulate small objects. These tentacles are quite short, but Transmute Rock to Mud: This works like the spell. It can be
they still allow the shaper to perform various forms of manual used to transform natural rock into mud up to an area of 18 ten
labor that are difficult for other beholders. foot cubes.
Transmute Mud to Rock: This works like the spell. It can be
111

used to transform natural mud into soft stone up to an area of 18 At the gamemaster’s discretion, this template can be used for
ten foot cubes. humanoid creatures. But in general such creatures should take lev-
Inflict Moderate Wounds: This works like the spell, causing els in the prestige classes provided in Chapter Four.
2d8+8 points of damage (Will half).
Telekinesis: The beholder can move objects or creatures that Creating an Eyetouched Creature
weigh up to 325 pounds, as though with a telekinesis spell. Crea-
tures can resist the effect with a successful Will save. Due to the “Eyetouched” is a template that can be added to an animal,
Focused Eye feat, the DC for this eye ray is 18. beast, or magical beast (referred to hereafter as the “base creature”).
All-Around Vision (Ex): Beholders possess multiple eyes The creature’s type changes to “aberration.” It uses all of the base
and keen senses. A beholder receives a +4 racial bonus to Spot and creature’s statistics and special abilities except as noted here.
Search checks, and cannot be flanked. Hit Dice: Better of the base creature or d8.
Flight (Ex): A beholder’s body is naturally buoyant. This AC: Natural armor improves by +3.
buoyancy allows it to fly as the spell, as a free action, at a speed Damage: The mouth of an eyetouched creature becomes a vi-
of 20 feet. This buoyancy also grants it a permanent feather fall cious maw filled with fangs. If the creature does not already pos-
effect with personal range. sess a bite attack, it gains one; the damage is based on the crea-
Void Sustenance (Ex): A beholder does not eat, sleep, or ture’s size, as indicated below.
drowning, starvation, and dehydration. A beholder cannot be af- Size Damage Size Damage
fected by poisonous gas or airborne diseases. If a beholder pos- Fine 1 Large 2d4
sesses the ability to cast spells, it must meditate for the standard Diminutive 1d2 Huge 2d6
amount of time required to prepare its spells. Tiny 1d3 Gargantuan 2d8
Small 1d4 Colossal 4d6
Tactical advice for gamemasters: Medium 1d6
The shaper is often accompanied by slaves or eyekin. By it-
self, it will flee from combat, although it is not as cowardly as an Special Attacks: An eyetouched being retains all the special
observer. It can use the rocks themselves as weapons, sealing or attacks of the base creature. Based on hit dice, an eyetouched
opening entrances or making a tunnel collapse by transforming creature may possess eye rays similar to those of a beholder. The
the rock to mud. The shaper will often create traps using the stone following table provides a point value; this can be used to select
shape ray – collapsing ceilings or hidden pits are common. eye ray abilities using the system for creating beholder variants
provided on page 113. This table also indicates the range, effec-
Tactical advice for players fighting this creature: tive sorcerer level, and base saving throw DC of these abilities;
These are not combat creatures, and will often attempt to run the eyetouched creature should add its Charisma modifier to this
away from combat. In combat they also do not have the ability to to determine the final DC.
kill with a single attack, and so they are not as dangerous as the
sovereigns. Still, these creatures are not to be taken lightly. They Hit Dice Eye Ray Range Caster Base
can still fly and even the mildest attack – the inflict moderate Points Level DC
wounds attack – can inflict a lot of damage on a character. 1-2 0 N/A N/A N/A
3-4 10 30 feet 2nd 12
5-6 20 50 feet 5th 13
TEMPLATE: EYETOUCHED 7-8 30 70 feet 8th 14
CREATURE 9-10 50 90 feet 10th 15
11-12 80 110 feet 13th 16
The eyekin are not the only creatures touched by the power of 13-14 130 130 feet 15th 17
the Void. Many of the experiments of the Dominion of Flesh Re- 15-16 210 150 feet 17th 18
born and the Dominion of Enigma use the energies of the Void to 17-18 315 150 feet 19th 19
twist and alter other living beings. Internal organs atrophy, skin 19+ 480 150 feet 20th 20
and flesh take on the same texture as the hide of the associated be-
holder, and additional eyes and eyestalks sprout up. The creature Special Qualities: An eyetouched creature has all of the spe-
may even develop the ability to project eye rays at an enemy. cial qualities of the base creature. It also gains the Void Sustenance
112

qualities described on page 22. As an aberration, an eyetouched
creature possesses darkvision with a range with a range of 60 feet.
Alternate Eye Rays:
In addition, an eyetouched creature gains one additional eye for
each hit die that it possesses; these eyes may be on stalks or ran-
Creating Variant Beholders
domly placed on the creature’s body. If it possesses at least 6 hit
dice, it gains the All-around Vision quality described on page 22. The beholder is defined by the powers of its eye rays. When
Saves: Same as the base creature. creating a new beholder Dominion or sect, a game master may
Abilities: +2 bonus to Intelligence. wish to adjust the powers of the beholders to better fit the theme
Skills: An eyetouched creature begins with skill points equal of the Dominion. A sect with a strong necromantic flavor might
to twice its Intelligence score, with an additional 2 points per hit replace charm monster with enervation and slow with vampiric
die. touch. As a general rule, an eye ray spell effect can always be re-
Feats: One feat for every four hit dice or the base creature’s placed for another spell of the same level. The problem comes
usual number of feats, whichever is greater. when a gamemaster wants to swap in eye rays of differing levels.
Climate/Terrain: As the base creature plus underground. Table 8-1 uses a simple point system to determine the value
Organization: Varies of a particular eye ray effect. Here are the point values for a few
Challenge Rating: Same as the base creature +2 of the beholders presented in this book:
Alignment: Usually evil (any)
Treasure: As base creature Beholder Type Total Points Number of Eyestalks
Advancement: Same as the base creature Sovereign 355 10
Stats for an eyetouched dire wolf can be found on page 80. Shaper 150 5
Greater Overseer 140 8
Besieger 80 5
Monitor 55 5
Table 8-1: Spell Point Cost All beholder eye rays are ranged magical ray attacks that only
affect a single target. When used as an eyestalk, prismatic spray
Spell Level Points Examples will only affect a single target!
0 level 5 daze, flare, mage hand, ray When creating new variants using this system, a gamemaster
of frost should keep the basic nature of the beholder in mind. Beholders
1st level 10 charm person, color spray, are aggressive creatures with many tools for dominating and de-
ray of enfeeblement stroying enemies. All of a beholder’s eye rays have some sort of
2nd level 15 blindness/deafness, inflict offensive application. Giving a beholder a cure light wounds eye
moderate wounds, silence ray has a tremendous impact on the strategic role of the creature;
the concept of a beholder healing damage instead of inflicting it
3rd level 20 contagion, dispel magic, runs counter to the general image of the beholder. Switching an
hold person, slow eye or two to fit a particular theme is fine, but the party shouldn’t
4th level 30 charm monster, confusion, run into a beholder with ten entirely new eye rays every adven-
enervation, fear ture.
5th level 40 cone of cold, feeblemind, A beholder with an 8th or 9th level eye ray effect will be con-
hold monster, telekinesis siderably more dangerous than its weaker cousins; a gamemaster
6th level 60 disintegrate, flesh to stone, should take this power into account when designing the creature.
greater dispelling A beholder with an 8th level eye ray effect should have a mini-
mum CR of 15. One with a 9th level eye ray should have a CR of
7th level 80 finger of death, insanity, pris-
17.
matic spray
As telekinesis is the beholder’s primary method of interacting
8th level 120 horrid wilting, maze, poly- with its environment, most beholders should possess this ray.
morph any object
9th level 160 dominate monster, energy
drain, imprison
113

Chapter Nine
Fighting the Tyrants
So far this book has only looked at the beholders and their ants who have been swayed by the rhetoric of the church and
servants, exploring the ways in which the tyrants fight and defend joined the crusade against the unclean darkness. What they lack in
themselves. But what about those forces that oppose the Domin- skill, they make up for with pure zeal. Scattered throughout these
ions? What techniques can player characters learn to help them forces are paladins, clerics, and knights of cleansing (see page
battle the deadly beholders, and what allies might they find in this 116). A typical troop will include up to 40 warriors led by a hand-
battle? This chapter provides a wide variety of material for player ful of skilled characters, but there are also a few smaller, elite
characters and NPCs who choose to fight the tyrants, including strike forces that are called in for especially dangerous battles.
prestige classes, spells, and tactics that may help the heroes chal- Traditionally, the Army of the Light ignores all secular borders
lenge the beholders and live to tell the tale. and governments. Many nations overlook this; most are happy to
be rid of any aberrations that may be lurking in the shadows. But
Organizations there have been conflicts in the past, especially in nations that
have been heavily infiltrated by beholder cults. The Cleansing
Light lacks subtlety; it is prepared to face monsters directly, but
The beholders are a powerful and deadly force, and over the the more cunning creatures and Dominions can often outthink the
centuries they have made many enemies. Some of these foes are zealous but relatively inexperienced members of the army.
sophisticated enough to recognize the different Dominions; others The Cleansing Light itself is a neutral good force. It is a pas-
simply hate all beholders, or even all aberrations. This section sive deity; it will respond to the prayers of its priests, but it is fun-
presents three different organizations that could cross the path of damentally the essence of life itself as opposed to being an an-
the party. Depending on the shape of the campaign, the groups thropomorphic deity. The domains of the Cleansing Light are Sun,
could be allies or enemies; potentially, the characters could even Good, Protection, and Purity (see page 120). The symbol of the
decide to join one of these organizations and help with their bat- Light is a silver ray descending from a golden sunburst, typically
tle against the tyrants! set against a pure white background.
The Cleansing Light Adventure Ideas

Depending on the whim of the gamemaster, the Cleansing
The Cleansing Light is a fanatical, militant religious order Light could prove to be a valuable ally or a dangerous hindrance.
dedicated to the complete and total eradication of all aberrations. One problem with the Cleansing Light is that the less experienced
Members of the Cleansing Light believe in a divine force that members of the army may see monsters where there are none; once
flows through all living things – a benevolent, universal source of a single cultist has been found in a community, it’s very easy for a
light that joins all life together. All life except aberrations, that is. witch hunt to begin and quickly threaten innocent lives. Alternate-
Aberrations are fundamentally alien – they do not belong in this ly, the party might come across an army of 1st level warriors
world. In the eyes of the Cleansing Light, they are a dangerous in- preparing to take on a beholder outpost. The soldiers mean well, but
fection – a cancer that must be destroyed before it inflicts irrevo- the two sovereigns in the outpost will slaughter them all if the sol-
cable harm on the spirit of the world itself. The warriors of the diers attack. Can the heroes somehow prevent this bloodbath?
Cleansing Light see no difference between a shy delver and a vile With that said, experienced members of the Cleansing Light
beholder; both are abominations to the natural order, and both can be quite useful. Clerics will provide free healing to those
must be eradicated as quickly as possible. known to have fought against aberrations, and will provide what-
The driving force behind the Cleansing Light is a council of ever support they can to adventurers battling such abominations.
devoted clerics known as the Unblemished. These mystics com- A church elder or lone knight of cleansing could also prove to be
mune with the Light, receiving oracular visions of concentrations the catalyst for an adventure, calling on the adventurers to help
of aberrations and coordinating the actions of the Army of the eliminate a nest of evil in exchange for a divine blessing and a
Light. Most of the soldiers of the light are simple warriors, peas- relic of the Light.
114

The Second Eye are still being hunted by the other Dominions; a PC eyekin could
be searching for a way to aid her people, or she could be fleeing
Most eyekin revere the beholders of their Dominion and will- from an outpost destroyed in a beholder assault. At the same time,
ingly accept their role as servants. But there are exceptions. Nine- just because the eyekin of the Second Eye are opposed to the be-
ty years ago, an eyekin apostle of the First Eye came to the con- holders doesn’t make them all heroes. Jaedryth believes that the
clusion that the eyekin were superior to beholders – that they com- eyekin are superior to all other creatures; the Second Eye may help
bined the best elements of beholder and humanoid. Now known as the party destroy a beholder cult that has infiltrated a city, but the
the Apostate, the eyekin Jaedryth (18th level male eyekin cultist) Second Eye might simply leap in to fill the new power vacuum.
believes that the wide range of eyebeam abilities possessed by
eyekin cultists prove that the eyekin have greater potential than The Unseen
the beholders and a stronger connection to the Void; he claims that
the beholders were merely the Void’s first attempt to touch the Many have suffered losses at the eyes of the beholders. The
world, while the eyekin are the second stage of evolution. Inspired Dominions of the Poisoned Eye, the Eternal Vigil, and the First
by his words, an army of eyekin rose up and overthrew the tyrant Eye are responsible for the deaths of thousands. But there are
lords of their eyehold. But it was clear that the cultists could not those who have survived the attacks of the Poisoned Eye, uncov-
stand against the full might of the First Eye, and so they fled into ered the vile schemes of the Eternal Vigil, and escaped from the
the deep caverns in search of a safe haven and a new future for slave cities of the First Eye. Some simply flee, counting them-
their race. For decades the beholders of multiple Dominions have selves lucky to be alive and wanting nothing more to do with the
sought to root out and destroy these rebellious eyekin; meanwhile, eye tyrants. But over the centuries, a few bold survivors have
the “Dominion of the Second Eye” has infiltrated eyeholds and formed a secret order dedicated to breaking the power of the Do-
cults across the realms, secretly preaching its heretical message of minions. These are the Unseen.
eyekin supremacy and waiting for the day when the eyekin will fi- The Unseen are a motley alliance from all races and walks of
nally overthrow the ancient tyrants. life. Personal alignment means little next to the war against the
The majority of members of the Second Eye are beholder great enemy. Drow and elf, dwarf and duergar, all can be brought
cultists; even though the eyekin are no longer aligned with a Do- together by their loss, tragedy, and the thirst for vengeance. The
minion, they can still develop eyebeam abilities – something Unseen are far fewer in number than the warriors of the Cleans-
Jaedryth claims as proof for his theories of the eyekins’ superior ing Light, but they are highly dedicated and organized. They un-
bond to the Void. Others have adapted the monk-aberrant warrior derstand the nature of their enemies and they strike with careful
tradition practiced by the eyekin soldiers of the Final Forge. There coordination, exposing beholder cults or performing lightning-
are also a number of highly skilled tyrant hunters (see page 117) quick raids against outposts and lairs. Monks, rangers, and war-
within the Eye; some believe that it was the Second Eye that first riors are all common among the Unseen, and many eventually
developed the techniques of the tyrant hunter, even though these take levels in the tyrant hunter prestige class; they are typically
have since been disseminated to humans and demihumans. well-equipped, well-informed, and completely dedicated to their
work.
Adventure Ideas
The Second Eye provides an opportunity for a party to inter- Adventure Ideas
act with the eyekin without the threat of a sovereign looming in The Unseen are far more capable than the average soldier of
the shadows. These rebel eyekin could be important allies in a the Cleansing Light, and their actions are swift and decisive. This
quest to break the power a beholder cult or Dominion holds over may result in unintentional conflict with the party, if the player
a certain city. The assistance of the Second Eye would be invalu- characters don’t realize that an organization has been infiltrated
able if the party ever needed to infiltrate a beholder community; by a beholder cult; when the Unseen strike force swoops in, PCs
an eyekin guide’s knowledge of language, customs, and layout may mistake them for assassins as opposed to champions. In the
could be critical to the success of the mission. The Second Eye long run, the Unseen can be extremely useful allies, providing
could also be a source for goods normally restricted to the be- guides through the underdark, information about beholder activi-
holders, like eyebane ore and essence of obedience – provided ties in the area, or insight into tyrant tactics. Characters engaged
that the party has something of equal value to trade. in long term struggles with the beholders may even be accepted as
If a player wanted to create an eyekin adventurer, the Second full members of the Unseen, allowing them to call on other mem-
Eye is the simplest choice for this. The eyekin of the Second Eye bers for assistance and support, or initiation into the tyrant hunter
115

class. However, it should be noted that while they are united by Requirements
their hatred of the beholders, the Unseen are not bound by align- To qualify to become a knight of cleansing a character must
ment. The Unseen includes both noble heroes and ruthless assas- fulfill all of the following criteria:
sins; these disparate individuals are bound together by their con- Base Will Save: +2
suming hatred for the beholders, which outweighs all other con- Base Attack Bonus: +5
cerns. Still, the party may find that while the drow assassin is a Knowledge (aberrations): 2 ranks
useful ally when fighting a beholder cult, she’s not especially Alignment: Any good
pleasant at other times… Special: A knight of cleansing must dedicate his life to pur-
suing and eliminating aberrations in the service of the Cleansing
New Classes Light or a similar order. He must hunt aberrations wherever they
hide. While the battle against aberrations overrides all other con-
cerns, when aberrations are not present a knight must act to defend
This section presents two new prestige classes for player the needy and punish those who harm or threaten innocents. Fail-
characters and NPCs. The knight of cleansing is a sacred warrior ure to follow the mandates of his order will cause the character to
who uses mystical might and martial skill to fight a war against lose all knight of cleansing spells and class abilities. While a
unnatural evil. The tyrant hunter is a specialist in battling behold- knight is expected to deal honorably with humans and demihu-
ers, but her martial skills are equally useful when battling any sort mans regardless of their alignment, this code does not hold true
of spellcaster. for aberrations; the knight is allowed to take any actions necessary
to destroy unnatural evil.
KNIGHT OF CLEANSING
Class Skills
(Prestige Class) The class skills (and the key ability for each skill) of the
knight of cleansing are: Concentration (Con), Craft (Int), Diplo-
Where the paladin is called to defeat evil in all its forms, the macy (Cha), Heal (Wis), Knowledge (aberrations), Knowledge
knight of cleansing hears a more specialized call – a summons to (religion), Profession (Wis), Ride (Dex), Sense Motive (Wis), and
defend the world from the unnatural and alien forces that lurk in Spot (Wis).
the darkness. Like the paladin, the knight of cleansing acts in the Skill Points at Each Level: 2 + Int modifier
service of a religious order and follows a strict code; unlike the
paladin, the knight has a little more latitude in the tactics he uses Class Features
against his foes. Honor is wasted on abominations; such creatures All of the following are class features of the knight of cleansing.
deserve only steel. Weapon and Armor Proficiency: A knight of cleansing is
proficient with all simple and martial weapons, with all types of
Hit Die: d10 armor, and with shields.
Table 9-1: The Knight of Cleansing
Base Fort Ref Will

Level Attack Bonus Save Save Save Special
1 +1 +2 +0 +0 Cleansing Blade, Resist the Unnatural
2 +2 +3 +0 +0 Detect Aberration, Clarity of Purpose
3 +3 +3 +1 +1
4 +4 +4 +1 +1 Purity of Form
5 +5 +4 +1 +1 Unhindered Power
6 +6 +5 +2 +2
7 +7 +5 +2 +2
8 +8 +6 +2 +2
9 +9 +6 +3 +3
10 +10 +7 +3 +3
116

Cleansing Blade: The knight dedicates his life to eradicating sonal equipment are shielded from any aberration supernatural or
abominations. In addition to learning special martial techniques, spell-like ability that would disrupt magical effects, including dis-
he acts as a conduit for divine energy that harms the unclean crea- pel magic, greater dispelling, and antimagic field. This does not
tures. This provides two benefits. First, the knight receives a +1 protect the knight from normal arcane or divine spells, and is only
bonus to his melee attack rolls when fighting aberrations; this ineffective against the disruptive powers of aberrations.
creases by an additional +1 for every five knight of cleansing lev- Spells: At 1st level, a knight of cleansing gains a limited abil-
els. In addition, he adds a +1 bonus to his melee damage rolls ity to cast divine spells. To cast a spell, the knight must have a
against aberrations; this increases by +1 for every two knight of Wisdom score of at least 10 + the spell’s level. Cleansing bonus
cleansing levels. The damage bonus is a supernatural ability, spells are based on Wisdom, and saving throws against these
while the attack bonus is simple skill. spells have a DC of 10 + spell level + the knight’s Wisdom mod-
Resist the Unnatural: Through strength of will, dedication, ifier. A knight of cleansing prepares and casts spells as a paladin
and divine grace, a knight of cleansing learns to resist the unclean does.
powers of aberrations. A knight receives a +1 to all saving throws A knight of cleansing chooses his spells from the following
against the supernatural powers and spell-like abilities of aberra- list, and has access to all spells of a level he can cast.
tions. This does not provide any special protection against stan- 1st level – bless, cure light wounds, divine favor, endure ele-
dard spells cast by an aberration. ments, magic weapon, protection from aberrations
Detect Aberration: At second level, the knight gains the 2nd level – bull’s strength, blessing of the pure, delay poison,
ability to use detect aberration at will, as a spell-like ability. remove paralysis, resist elements, shield other
Clarity of Purpose: Many aberrations possess the ability to 3rd level – dispel magic, magic circle against aberrations,
seize control of the minds of their enemies, enslaving those who prayer, remove blindness/deafness
would fight them. At 2nd level, the mental discipline of the knight 4th level – break enchantment, death ward, dispel aberration,
gives him a greater resistance to these powers. If an aberration neutralize poison, restoration
uses a charm or compulsion effect against the knight and he fails Sacred Calling: Like a paladin, the knight of cleansing re-
his saving throw, one round later he may attempt his saving throw sponds to a sacred call to battle the forces of evil. As a result, a
again. He only gets one extra chance per effect. This ability pro- paladin who takes levels in the knight of cleansing class may still
tects the knight from spells and psionic powers in addition to su- continue to advance as a paladin; by following the path of purity
pernatural abilities or spell-like abilities. he is refining his role in the fight against evil, not abandoning it.
Purity of Form: At 4th level, the knight may add his Resist
the Unnatural bonus to saving throws he makes against the ex- TYRANT HUNTER
traordinary attacks of aberrations.
Unhindered Power: At 5th level, the knight of cleansing (Prestige Class)
gains a divine aura that allows him to maintain his magical pow-
ers in the face of adversity. The knight’s magical abilities and per- Where the knight of purity uses divine power to battle be-
holders, a tyrant hunter relies on speed, skill, and pure instinct.
Through mental discipline and training, she learns to dodge the
Table 9-2: Knight of Cleansing Spells deadly eye rays of beholders and the eyebeams of their cultists,
slipping past these magical attacks to meet her enemies with steel
KoC Spells and fury. While her skills can be equally effective against wizards
Level 1 2 3 4 or sorcerers, the tyrant hunter has little interest in purely human
1 0 - - - foes; typically driven by personal tragedy, she wages a never-end-
2 1 - - - ing war against the beholders and their inhuman minions, always
3 1 0 - - looking for signs of a new cult or beholder infection.
4 1 1 - - The tyrant hunter possesses a mix of skills and abilities. She
5 1 1 0 - is a dangerous combatant, but requires freedom of movement in
6 1 1 1 - order to take full advantage of her training, so she is limited in her
7 2 1 1 0 use of armor. Her training typically involves a blending of stealth
8 2 1 1 1 and social skills, allowing her to locate beholder cultists within a
9 2 2 1 1 population and then to slip into the stronghold to eliminate the
10 2 2 2 1 cultists and their many-eyed masters.
117

Hit Die: d8 Dodge Ray: The greatest strength of the tyrant hunter is an
almost preternatural ability to avoid mystical blasts and rays. As a
Requirements free action, a tyrant hunter may pick one opponent. The hunter
To qualify to become a tyrant hunter a character must fulfill may add 1 + her tyrant hunter level to her AC for purposes of
all of the following criteria: avoiding any supernatural, magical, or spell-like ray or ranged
Base Attack Bonus: +4 touch attack made by her target. She receives half this bonus
Knowledge (aberrations): 3 ranks against any other attacker who makes a ray attack. This stacks
Jump: 3 ranks with any other bonus to AC, but the hunter loses the bonus while
Tumble: 3 ranks she is flatfooted or if she wears heavy or medium armor. The
Feats: Any two of Dodge, Improved Initiative, and Lightning tyrant hunter may select a new target for this effect at any time, as
Reflexes. a free action.
Special: To become a tyrant hunter, a character must receive Steel Mind: The tyrant hunter goes through intense training
training from a hunter of at least 4th level. Tyrant hunters require to strengthen her mind against the mind-affecting powers of the
some proof of devotion and dedication to the task of battling be- beholder sovereign. As a result, she may add 1 + her tyrant hunter
holders before they will share their techniques. This may involve level to her saving throw against charm person, charm monster,
a quest – a raid against an outpost or lair. Or it could simply in- cause fear, fear, and scare. She receives this bonus against any
volve a past experience that gives the would-be hunter a clear ability that duplicates the effects of these spells, whether it is a
need for vengeance – the loss of a loved one at the eyes of a be- spell, supernatural ability, or psionic power.
holder, or a similar event. Evasion: By 2nd level, the tyrant hunter’s astounding agility
and uncanny sixth sense regarding mystical threats allows her to
Class Skills avoid magical and unusual attacks. If a tyrant hunter makes a suc-
The class skills (and the key ability for each skill) of the cessful Reflex saving throw against an attack that normally deals
tyrant hunter are: Balance (Dex), Bluff (Cha), Climb (Str), Craft half damage on a successful save, she instead takes no damage.
(Int), Gather Information (Cha), Hide (Dex), Jump (Str), Knowl- Evasion can only be used if the hunter is wearing light or no
edge (aberrations), Knowledge (local), Listen (Wis), Move Silent- armor, and a helpless hunter loses the benefits of Evasion.
ly (Dex), Open Lock (Dex), Search (Int), Sense Motive (Wis), Watchful Eye: A low-level tyrant hunter may not have the
Spot (Wis), Tumble (Dex), Swim (Str). A tyrant hunter must take skill and power to take on a sovereign, but she can certainly han-
at least 1 rank of Knowledge (aberrations) each level until she has dle a few cultists. As a result, a tyrant hunter hones her ability to
five or more ranks with the skill. penetrate mundane disguises, helping her to spot eyekin infiltra-
Skill Points at Each Level: 6 + Int modifier tors. A hunter adds 1 + her tyrant hunter level to any Spot check
that she makes to penetrate a disguise.
Class Features Eyestroke: The antimagic cone of the sovereign beholder can
All of the following are class features of the tyrant hunter. be a bane to enemy spellcasters. At 3rd level a tyrant hunter learns
Weapon and Armor Proficiency: A tyrant hunter is proficient a special maneuver designed to overcome this threat. When mak-
with all simple and martial weapons. A tyrant hunter gains profi- ing a melee attack against a beholder (of any type), a tyrant hunter
ciency with light armor and all shields. Many of the tyrant hunter’s can declare the attack to be an eyestroke. If the attack is success-
class abilities – Dodge Ray, Evasion, Keen Eye, Reflect Rays – can ful, it inflicts normal damage, and the beholder must make a For-
only be used if the character is wearing light or no armor. titude saving throw; the DC is 10 + the character’s tyrant hunter
Table 9-3: The Tyrant Hunter
Base Fort Ref Will

Level Attack Bonus Save Save Save Special
1 +1 +2 +2 +0 Dodge Ray, Steel Mind
2 +2 +3 +3 +0 Evasion, Watchful Eye
3 +3 +3 +3 +1 Eyestroke
4 +4 +4 +4 +1 Keen Eye
5 +5 +4 +4 +1 Reflect Rays
118

level + her Dexterity modifier. If the beholder fails the saving Check: As with any Knowledge skill, a character can make a
throw, it must close its eye for 1d4 rounds. A tyrant hunter may check to gain information about the subject matter; the DC is 10
use this ability a number of times per day equal to 3 + her tyrant for extremely simple questions, 15 for basic questions, 20 for hard
hunter level. She can only perform an eyestroke while wearing questions, all the way up to 30 for really difficult questions. Sub-
light or no armor, and she must strike at the front of the beholder; jects a character may ask about include the following:
she can’t perform an eyestroke while on the opposite side from the Basic Zoology: This book includes a wide variety of new be-
central eye. holder subspecies. When encountering these or other creatures, an
Keen Eye: At 4th level, the tyrant hunter is an expert at be- adventurer can make a skill check to identify the beast. Most of
holder anatomy (such as it is) and knows the few vulnerable spots these subspecies are rarely seen on the surface. A successful check
to strike at. When the hunter makes a melee attack against a be- against a DC of 20 would provide a basic description of the crea-
holder (of any type), an eyetouched creature, or a character with ture. If the roll is made by at least 5 points, the character can get
the Eyekin Aberration feat, any critical roll is automatically suc- more detailed information – the powers of specific eyestalks, for
cessful (e.g., every threat is a critical hit). The hunter only re- example.
ceives this bonus while wearing light or no armor, and she must Combat Tips: If a scholar makes a Knowledge check against
still make a critical roll if she is using a magical weapon that has a DC of 25, the gamemaster may choose to give him a tactical tip
a special effect on a critical hit. about the situation, taking into account the supernatural powers of
Reflect Rays: A 5th level tyrant hunter is capable of an as- the enemy.
tonishing feat of reflexes and skill – she can actually block a mag- Artifacts and Objects: A Knowledge check can help a char-
ical ray and reflect it back at her enemy. The tyrant hunter can acter to identify the nature and purpose of an object from an aber-
only use this ability against the current target of her Dodge Ray rant society. The DC for such a check will typically range from 20
talent, and she must use the ready action to wait for an attack. If to 30, determined by the gamemaster.
the designated enemy makes a ray attack against the tyrant hunter Detect aberration: A character who uses the detect aberra-
and misses, the hunter may immediately reflect the ray back at her tion spell (see page 120) can make a Knowledge (aberrations)
opponent, making a ranged touch attack of her own. If she suc- check to identify the creature that he has located.
cessfully strikes the target, he suffers the normal effects of the ray. Retry: No.
This ability can only be used if the hunter is wearing light or Special: Aberrations are extremely alien creatures; they are
no armor. She must have some sort of reflective item at hand, strange and inscrutable, and it can be very difficult for a con man
whether this is a mirror, a shield, or even the blade of a sword. to read the emotions of an expressionless beholder. As an option-
While the Dodge Ray ability allows the hunter to avoid any form al rule, a gamemaster can choose to impose a -5 circumstance
of supernatural ranged touch attack, this talent can only be used penalty whenever a (non-aberration) adventurer uses any of the
against rays. following skills against an aberration: Bluff, Diplomacy, Heal, In-
A hunter may use this ability 3 times per day. timidate, or Sense Motive. This penalty is reduced by 1 for each
Monastic Discipline: A tyrant hunter lives a life of strict dis- rank of Knowledge (aberrations) that the character possesses. If a
cipline, constantly working to maintain her strength of will and character possesses 5 or more ranks in Knowledge (aberrations),
her martial skills. This regimen is compatible with the spiritual ex- the penalty is removed and he instead receives a +2 synergy bonus
ercises of the monk; as a result, a monk who takes tyrant hunter when using any of the listed skills on aberrations.
levels can still continue to progress as a monk afterwards. A character with 5 or more ranks in Knowledge (aberrations)
receives a +2 synergy bonus when making a Decipher Script
Skills check to understand the language of an aberrant species.
KNOWLEDGE (aberrations) (Int, Trained Only) Spells

The anatomy and psychology of aberrations are equally
bizarre. These creatures are some of the most alien and unusual The following spells are the hallmarks of the Cleansing Light,
beings that adventurers will encounter. In addition to providing a but a few can be used by other types of character. Mystical con-
scholar with valuable information about the abilities and habits of duit is an arcane spell that can be invaluable when fighting be-
aberrations, this skill can help to alleviate the penalties adventur- holders, but it can be just as useful in any situation where dispel
ers suffer when attempting to manipulate or read the emotions of magic may play a role.
these strange creatures.
119

Purity The adherents of the Cleansing Light believe that aberrations
are an affront to life itself. Blessing of the pure draws on the pri-
(Clerical Domain) mal instincts of the blessed, guiding her hand to strike down the
abominations that she battles. When fighting aberrations, the sub-
The domain of Purity revolves around the sanctity of life. In ject of this spell gains three benefits:
some ways this overlaps with the domain of Healing. But while
• A +2 insight bonus to all attack and damage rolls.
gods of Purity grant bodily health to their followers, they are also
concerned with the destruction of unnatural forces – specifically • All critical rolls are automatically successful (every threat is
aberrations, which are alien and unnatural life forms that have no a critical hit).
place in the natural order. • Any damage reduction possessed by an aberration is reduced
Granted Power: Turn or destroy aberrations as a good cler- by 5 points against attacks made by the target.
ic turns undead. This ability can be used a number of times per All of these benefits only apply to attacks made against aber-
day equal to 3 + the cleric’s Charisma modifier. This granted rations. The bonus to critical hits does not apply if the character is
power is a supernatural ability. In addition, Knowledge (aberra- wielding a weapon that has a special effect on a critical hit (such
tions) is a class skill. as a vorpal sword).
Purity Domain Spells Cleansing Burst
1 Protection from aberrations. +2 AC and saves, counter Evocation
mind control, hedge out aberrations. Level: Purity 7
2 Blessing of the pure. +2 attack, +2 damage vs. aberra- Components: V, S, DF
tions. Casting Time: 1 action
Range: 30 ft.
3 Magic circle against aberrations. As protection spells, Area: 30-ft. radius burst centered on the caster
but 10 ft.-radius and 10 min./level. Duration: Instantaneous
4 Light of purity. Damages and blinds aberrations, may re- Saving Throw: None
move enchantment effects. Spell Resistance: Yes
5 Dispel aberration. +4 bonus against attacks by aberra-
tions; destroy single aberration by touch. A more powerful version of light of purity, this releases an in-
tense blast of natural energy from the caster’s body. This has the
6 Heal. Cures all damage, diseases, and mental conditions.
following effects:
7 Cleansing burst. Kills, blinds, or damages aberrations;
• Aberrations with fewer than 6 hit dice are killed outright.
heals others and may remove enchantment effects.
• Aberrations with fewer than 12 hit dice are blinded for 2d4
8 Shield of purity. +4 AC, +4 resistance, and SR 25 against
rounds.
aberration abilities.
• All aberrations take 5d8 points of damage. This effect is cu-
9 Mass heal. As heal, but with several subjects.
mulative with either of the other two effects.
All other creatures are healed for 2d8 points of damage. In
Spell Descriptions addition, any creature caught in the blast that is currently under
the influence of an enchantment effect caused by the supernatural
Blessing of the Pure powers or spell-like abilities of an aberration immediately gets to
Enchantment [Mind-Affecting] make a new saving throw against the effect, with a +2 bonus to the
Level: KoC 2, Purity 2 roll.
Components: V, S, DF
Casting Time: 1 action Detect Aberration
Range: Touch Divination
Target: Creature touched Level: Purity 1
Duration: 1 minute/level (D) Components: V, S, DF
Saving Throw: None Casting Time: 1 action
Spell Resistance: No Range: 60 ft.
120

Area: Quarter circle emanating from you to the extreme of Light of Purity
the range. Evocation
Duration: Concentration, up to 10 minutes/level (D) Level: Purity 4
Saving Throw: None Components: V, S, DF
Spell Resistance: No Casting Time: 1 action
Range: Medium (100 ft. + 10 ft./level)
As detect evil, except that the spell detects all aberrations. In Area: 10-ft. radius burst
addition, after studying an area for at least three rounds, the cast- Duration: Instantaneous
er can make a skill check with an appropriate Knowledge skill Saving Throw: Reflex half
(aberrations, dungeoneering, monster lore) against a DC of 15; if Spell Resistance: Yes
successful, he can identify the species of any creatures he has lo-
cated. The caster calls down a column of cleansing light that can
cause terrible damage to aberrations. This has the following effect
Dispel Aberration on creatures caught within the area of the effect:
Abjuration • Aberrations caught within the blast suffer 1d8 points of dam-
Level: KoC 4, Purity 5 age per two caster levels (maximum 5d8) and are blinded for
Components: V, S, DF 1 round. If the target area is in direct sunlight, the damage is
Casting Time: 1 action increased to 1d8 per caster level (maximum 8d8). A success-
Range: Touch ful Reflex saving throw reduces damage to half and negates
Target or Targets: You and a touched aberration, or you and the blinding effect.
an aberration-derived supernatural/spell effect on a touched
• If any other creature caught in the blast is currently under the
creature.
influence of an enchantment effect caused by the supernatu-
Duration: 1 round/level or until discharged, whichever
ral powers or spell-like abilities of an aberration, the victim
comes first
immediately gets to make a new saving throw against the ef-
Saving Throw: See text
fect.
Spell Resistance: See text
The spell does not inflict damage on creatures other than
A translucent field of silvery energy surrounds the caster. aberrations.
This has three effects:
Magic Circle against Aberrations
• The caster receives a +4 deflection bonus to AC against at-
Abjuration
tacks made by aberrations for the duration of the spell.
Level: KoC 3, Purity 3, Sor/Wiz 3
• By making a successful melee touch attack against an aberra- Components: V, S, M/DF
tion, the caster can discharge this energy in a single burst; this Casting Time: 1 action
purifying force attempts to snuff out the unclean life of the Range: Touch
aberration. If the target fails a Will save (SR applies), it is in- Area: Emanates 10 ft. from touched creature
stantly slain. Whether or not this is successful, this action Duration: 10 minutes/level (D)
ends the spell. Saving Throw: Will negates (harmless)
• The caster can also discharge this energy to dispel the powers Spell Resistance: No (special)
aberrations have used on others. With a touch, the caster can
negate the effect of any ongoing supernatural or spell-like abil- This spell is identical to magic circle against evil, except that
ity generated by an aberration. This cannot be used to disrupt it targets aberrations (and only aberrations) regardless of align-
powers of the aberration itself; it can disrupt the effect of an ment. This includes the bonuses to saving throws, AC, and pro-
aboleth’s Enslave ability or the confusion caused by a gibber- tection against mental control by aberrations. It also has the same
ing mouther’s Gibbering power, but it cannot be used against effect on an aberration that a normal magic circle has on a con-
the gibbering mouther to prevent it from gibbering in the first jured or summoned creature, although it cannot be focused in-
place. It also has no effect on normal arcane or divine spells ward; it can be used to hold an aberration at bay, but not to im-
cast by an aberration. Finally, it cannot negate effects that could prison it.
not be affected by dispel magic. Using this effect ends the spell.
121

Mystical Conduit This spell is identical to protection from evil, with two no-
Transmutation table differences. First, it provides protection against aberrations
Level: Sor/Wiz 7 (and only aberrations), regardless of alignment; this includes both
Components: V, S the bonus to AC and saves and the defense against mental control.
Casting Time: 1 action Second, the defense that protection from evil normally provides
Range: Personal against summoned or conjured creatures instead applies to aberra-
Target: You tions; an aberration cannot physically touch the warded creature
Duration: 1 minute/level (D) while the ward is in effect.
An antimagic field can prove to be the bane of the most pow- Shield of Purity
erful wizard. Mystical conduit allows the caster to resist effects Abjuration
that would normally strip him of his magic – by using his own Level: Purity 8
life-force to power the spell. Components: V, S, DF
While under the effect of mystical conduit, the caster may Casting Time: 1 action
continue to cast or maintain spells while in an antimagic field by Range: 20 ft.
paying a cost in hit points. Casting a spell causes the caster to lose Target: One creature/level in a 20-ft. radius burst centered on
a number of hit points equal to twice the spell level. Maintaining you
an ongoing spell costs 1 hit point for every 2 spell levels; this Duration: 1 round/level (D)
damage occurs each round, unless the caster chooses to drop the Saving Throw: See text
spell effect. This does not protect any of the caster’s equipment, Spell Resistance: Yes (harmless)
and he cannot maintain spells that he has not cast; the sorcerer
cannot use hit points to maintain the holy aura effect a cleric used This spell is similar to holy aura, enveloping the subjects in
on him. A caster does not have to spend hit points to maintain the a mystical energy. It has the following effects:
effects of mystical conduit. • The warded creatures receive a +4 deflection bonus to AC
While under the effect of mystical conduit, the caster can also and a +4 resistance bonus to saving throws. These bonuses
counter the effects of dispel magic or greater dispelling. When a apply to all attacks.
spell is targeted by a dispelling effect, the caster may immediate- • The warded creatures gains SR 25 against the spell-like abil-
ly lose a number of hit points equal to twice the spell level to ities and supernatural abilities of aberrations. Yes, this SR rat-
maintain the spell. This cost must be paid before the standard dis- ing does apply against supernatural abilities! However, it
pel check is made. If the caster is under the affect of multiple does not apply against normal arcane or divine spells cast by
spells, he must pay the cost for each spell that he wishes to shield. aberrations.
The caster does have to spend hit points if he wishes to protect
• The spell protects the subjects from mental control, just like
mystical conduit from dispel effects.
protection from aberrations.
While mystical conduit can overcome dispel magic or greater
dispelling, it is ineffective against any other form of counterspell. • While under the influence of the spell, a character cannot be
Note that it is impossible to cast mystical conduit while in an poisoned or infected by disease, whether natural or supernat-
antimagic field; unless the character already has the spell in effect ural. If the character is already poisoned or ill, the effects are
when he enters the field, he’s going to be out of luck. neutralized for the duration of the spell.
• If an aberration makes a successful melee attack against a
Protection from Aberrations warded creature, the offending attacker is blinded. This is
Abjuration identical to blindness/deafness. A Fortitude save negates the
Level: KoC 1, Purity 1, Sor/Wiz 1 effect, but the DC for the save is based on shield of purity.
Components: V, S, M/DF
Casting Time: 1 action
Range: Touch
Target: Creature touched
Duration: 1 minute/level (D)
Saving Throw: Will negates (harmless)
Spell Resistance: No (special)
122

Tactics These can be placed as warnings if a sovereign doesn’t want to be
disturbed, but if they are trying to hide their presence they can be
much more subtle. If goblinoids or other underground races have
Beholders are powerful creatures that should inspire fear in harassed the characters along their way and then suddenly vanish
the typical party of adventurers. They can negate the powers of a without a trace, they may be avoiding a sovereign’s lair. Ruined
wizard, make a fighter flee or interfere with her friends, catch a settlements may be the results of beholders clearing a buffer zone
rogue sneaking past, and attack from a hundred feet above. The around their city. Of course, depending on the types of attacks the
challenge rating for a standard beholder sovereign is 13, meaning characters find, such ruins may the results of several kinds of crea-
that four 13th-level characters should be a match for a beholder. tures – the definitive answer is to look for signs of the use of two
Against beholders, preparation can be the key to victory – a group or three of the sovereign’s attacks, like a statue next to a half-dis-
of 15th-level characters might suffer heavy losses if they are sur- integrated structure or a corpse with no obvious damage, probably
prised by a beholder attack, while a group of 11th-level characters the result of finger of death.
might be able to defeat a beholder if they are properly prepared.
This section describes the tactics an adventuring party can use to Optimal Environment
ensure that they can survive combat with beholders.
The beholder that most adventurers are familiar with is the The most important point in choosing an area in which to
sovereign, and these tactics focus on this archetypal beholder. The fight a beholder is that the characters deny it the advantage of
sovereign is versatile, intelligent, and can have overwhelming flight. If they have the choice of where to fight a beholder, a large
firepower. Although it can see and attack in any direction, it is nei- open chamber or an area riddled with vertical tunnels should be
ther omnipotent nor omniscient, and a group can take advantage avoided, as they will allow the beholder to fly up out of range of
of certain weaknesses. This section examines ways to battle sov- melee weapons. They have no penalty for distance to their eye
ereigns; tactical advice for the rarer beholder subspecies can be rays, while ranged weapons have penalties applied.
found throughout Chapter Eight. In addition to height, the characters will also want to make
sure that the sovereign cannot get beneath them. Sovereigns can
Avoiding Combat attack with all ten of their eye rays at any target above them. This
means that an area pocked with pits or a ledge along a sheer cliff
More often than not, once a sovereign has discovered a party, is a bad place to engage in combat against a sovereign. Getting
combat is probably unavoidable. Parties seldom have anything a caught while climbing a ladder or wall is also bad, as characters
beholder might want which it cannot simply take, and humanoids will be flat-footed against the eye ray attacks and lose their Dex-
are almost always seen as a threat. terity modifier.
Although sovereigns have very large bonuses to Spot and The ideal location in which to confront the sovereign is a
Search checks, some characters may be able to sneak past them. It curving, narrow tunnel with no slope. The beholder’s slow speed
is unlikely that an entire party could make it past the sovereign means that most Medium adventurers can keep ahead of it, and if
without magical help, and it is important to remember that be- one of the party has the Shot on the Run feat then they can use the
cause beholders “see” sounds (see page 6), invisibility does not curves to keep damaging the beholder while maintaining cover
necessarily guarantee success. Unless they are on a high level of from its return fire. This also forces the sovereign to limit itself to
alert, it is unlikely that beholders will go out of their way to track three eye rays per round, and even these are suppressed if it choos-
down a group of humanoids passing through beholder territory. If es to leave its antimagic cone active. If it does not use its an-
the characters know that a sovereign is nearby, going a long way timagic cone, then area effect damage spells can be devastating in
around it may allow them to avoid conflict – however, in under- small spaces, and if the characters can choose who it sees first
ground tunnels this may not be easy. they can send out characters with spell protection to take the fire
Knowing that a beholder settlement is nearby can be very dif- before sending in melee characters.
ficult. Levitating beholders do not make tracks and their scent dis- While this is ideal, it is important to remember that a sover-
appears fairly quickly since they leave no physical traces on the eign is an intelligent being. It is unlikely to fall for an obvious trap,
areas they pass through. The signs of sovereigns are sometimes and will flee if it finds itself in a situation it can’t win. It also knows
obvious, such as statues of creatures or adventurers or large tun- how to pick targets carefully – if it set up a ready action to attack
nels that seem to have been melted through the rock. Eyekin or the next available target with its eye rays, it might have specified
charmed monster attacks indicate eyeholds or outposts nearby. characters which it knows are vulnerable to a particular eye beam.
123

Combat Preparations the creature is unavailable for most of the combat. Spells that pro-
tect against eye rays will always be useful – if the antimagic cone
has nullified their effectiveness, it has also removed the threat of
Without its mystical qualities, a sovereign is simply a large, the eye rays, and their effectiveness returns when the cone is re-
flying, high hit dice creature with an AC of 20 and a bite attack moved. Useful spells include those that increase AC through de-
that does 2d4 damage. It becomes much less threatening this way flection bonuses, dodge bonuses, cover, or increases to Dexterity.
– a creature like this would probably have a CR of 5 or less. A Also useful are those spells that help the victim’s saving throw or
party of 13th-level adventurers would have no trouble with this that create resistance or immunity to the eye ray effects.
creature. So when preparing to fight a sovereign, the key is to find Spell turning, protection from spells, dispel magic, and spell
ways to mitigate the eye rays of the creature – these supernatural resistance have no effect on beholder eye rays, because they are
abilities are what make a beholder such a terrifying opponent. supernatural abilities. The spell resistance from cloak of chaos
and similar spells (holy aura, shield of aura, and unholy aura)
Spells have no effect, although the other features of these spells function
normally. Of course, as most beholders are lawful evil, shield of
A beholder cannot fire into its own antimagic cone, and so it law and unholy aura are less effective than the other two – but
may not keep its central eye open for the entire combat. Still, it is there are a few Dominions with different alignments.
unwise to depend on spellcasters during the actual combat, so in- Invisibility, improved invisibility, and mass invisibility only
stead focus on preparatory spells. Remember that spell effects to create full concealment if the sovereign fails a Listen check – oth-
improve combat effectiveness, such as bull’s strength or divine erwise it “sees” footsteps and armor clinking.
power, will be nullified in the antimagic cone as well, but they re- Remember that bonuses of the same type do not stack, so a
turn when outside of the effect of the cone. Summoned creatures player with blade barrier and shield will get three quarters cover,
blink out of existence in the cone, and will only be of limited use the highest of the two effects.
– if they pose a serious threat to the sovereign it will ensure that Spells are listed multiple times if they have multiple effects.
Spells to cast before fighting sovereigns

Cover
Shield (Sor/Wiz 1) three quarters cover (+7 AC)
The sovereign’s disintegrate ray will destroy this energy shield if it strikes the cover.
Blade barrier (Clr 6, Good 6, War 6) half cover (+4 AC bonus)
Concealment
Silence (Brd 2, Clr2)
Combined with invisibility creates total concealment (50% miss chance)
Blur (Brd 2, Sor/Wiz 2) half concealment (20% miss chance)
Invisibility (Brd 2, Sor/Wiz 2, Trickery 2) full concealment (50% miss chance)*
Improved invisibility (Brd 4, Sor/Wiz 4) full concealment (50% miss chance)*
Mass invisibility (Sor/Wiz 7) full concealment (50% miss chance)*
* Without silence, each creature must make a Move Silently check against sovereign’s Listen check to have total concealment
(50% miss chance) or else no effect
124

Miss Chance (rolled separately from concealment miss chance)
Entropic shield (Clr 1, Luck 1) 20% miss chance
Blink (Brd3, Sor/Wiz 3) 50% miss chance
AC Bonus
Cat’s grace (Brd 2, Sor/Wiz 2) 1d4+1 to Dex (+1 to +3 to AC Dex bonus)
Shield other (Clr 2, Pal 2, Protection 2) +1 AC (deflection)
Protection spells (Brd 1, Clr 1, Sor/Wiz 1) +2 AC (deflection)
Magic circle spells (Brd 3, Clr 3, Sor/Wiz 3) +2 AC (deflection)
Protection and magic circle spells only work if the alignment of the sovereign matches the alignment the spell wards against.
Shield of faith (Clr 1) +2 AC (deflection) +1 per 6 levels
Cloak of chaos (Chaos 8, Clr 8) +4 AC (deflection)
Dispel aberration (KoC 4, Purity 5) +4 AC (deflection)
Haste (Brd 3, Sor/Wiz 3) +4 AC (dodge)
Shield of law (Law 8, Clr 8) +4 AC (deflection)
Shield of purity (Purity 8) +4 AC (deflection)
Save Bonus
Prayer (Clr 3, Pal 3) +1 save (luck)
Resistance (Brd 0, Clr 0, Drd 0, Pal 1, Sor/Wiz 0) +1 save (resistance)
Shield other (Clr 2, Pal 2, Protection 2) +1 save (resistance)
Protection spells (Brd 1, Chaos 1, Clr 1, Sor/Wiz 1) +2 save (resistance)
Magic Circle spells (Brd 3, Clr 3, Sor/Wiz 3) +2 save (resistance)
Protection and magic circle spells only work if the alignment of the sovereign matches the alignment that the spell wards against.
Shield of Purity (Purity 8) +4 save (resistance)
Cloak of chaos (Chaos 8, Clr 8) +4 save (resistance)
Holy aura (Good 8, Clr 8) +4 save (resistance)
Shield of law (Law 8, Clr 8) +4 save (resistance)
Unholy aura (Evil 8, Clr 8) +4 save (resistance)
Cloak of chaos, shield of law, holy aura, and unholy aura may or may not provide a bonus, based on the alignment of the sover-
eign.
Immunity to Charm Person and Charm Monster

Protection spells (Brd 1, Clr 1, Sor/Wiz 1)
Magic circle spells (Brd 3, Clr 3, Sor/Wiz 3)
Cloak of chaos (Chaos 8, Clr 8)
Holy aura (Good 8, Clr 8)
Mind blank (Protection 8, Sor/Wiz 8)
125

Shield of law (Law 8, Clr 8)
Unholy aura (Evil 8, Clr 8)
Special
Mirror image (Brd 2, Sor/Wiz 2) 1d4 images plus 1 per 3 caster levels
Antimagic field (Clr 8, Magic 6, Protection 6, Sor/Wiz 6) As the sovereign’s antimagic cone
Death Ward (Clr 4, Death 4, Drd 5, Pal 4) Immune to finger of death
Detect Aberration (Purity 1) Discover beholder location and type, 60 ft.
Mystical Conduit (Sor/Wiz 7) Immune to antimagic cone
Protection from Aberrations (KoC 1, Purity 1, Sor/Wiz 1)
Magic Circle against Aberrations (KoC 3, Purity 3, Sor/Wiz 3)
As other protection and magic circle spells, plus beholder cannot touch warded creature
Shield of Purity (Purity 8) Multiple effects, see page 122
Ranged and Melee Weapons because the arrow flies through the antimagic field and cannot
correct its flight. As an example, a character with a +3 bow and +2
Most weapons have their full effects on beholders, as they arrows attacks a sovereign from within its antimagic cone. He
have no special immunities to damage. The antimagic cone, how- loses the enchantment bonuses for the attack, as well as the dam-
ever, helps them negate special properties of many weapons. age bonuses from the bow. However, when the arrow hits it will
The sovereign can face one direction, and if a melee opponent get its +2 damage bonus for being enchanted, since it hits the be-
has closed on it with a magical weapon it will probably face that holder away from the central eye.
opponent. An enchanted weapon becomes simply a masterwork When preparing for combat with a sovereign, it is a good idea
weapon, although masterwork weapons retain their natural bal- to give everyone a ranged weapon, and, if available, to obtain as
ance and keen edge. Natural Strength and Dexterity modifiers still many pieces of enchanted ammunition as possible. If they do
apply, although magical items, spells, spell-like abilities, and su- more damage than the ranged weapons, melee weapons may be
pernatural abilities do not function within the cone. General feats handy in case an opportunity arises, but everyone should assume
work normally within the cone. that the beholder will be brought down by a barrage of missile at-
Ranged weapons are preferred for combat with a beholder. tacks.
The power of flight makes it likely that the sovereign will rise
above the reach of melee opponents. Flight could allow someone Magic Items
to follow the beholder, but if it then turned its antimagic cone
against the enchanted flier the creature would fall until it left the Obviously, the antimagic cone makes it difficult to rely on
cone, and with the right angle a sovereign could cause the creature magic items to turn the tide of combat. However, the sovereign
to fall a long distance. The better option is to fire arrows, stones, cannot leave everyone in its antimagic cone for the duration of the
bolts, and ranged spells (if possible) at the sovereign. combat – this would eliminate its use of its eye rays, and as men-
Ranged weapons have one additional benefit over melee tioned above the eye rays are the sovereign’s greatest advantage.
weapons. While a melee weapon remains in an antimagic cone So it is likely that the character will have the use of a magic item
even while attacking the beholder, a ranged weapon’s missile can for at least a round or two.
pass beyond the range of the effect when they strike the sovereign. It is unwise to use any magic item that would cause problems
If the attacker is in the antimagic cone then any magical bonuses if it were deactivated, such as a potion of levitation or standing on
or abilities from the bow are negated, but the missile from the an immovable rod. Remember not to drink potions with instant ef-
weapon strikes the creature out of the range of the cone, and so its fects while in the antimagic cone – if a character drinks a potion
bonuses to damage are applied. Bonuses to attacks are negated, of cure moderate wounds while in the cone then it will have no ef-
126

fect, nor will its effects catch up after he has left the cone. Items Surprise
that affect spells, like the ring of spell turning, will not affect be-
holder eye rays because they are not spells. Vorpal weapons have Catching a beholder by surprise is not an easy task, but it is
no special effect on beholders. possible. With the effects of invisibility and silence a creature can
Most magic items are useful in the same ways the spells were. pass by a sovereign unnoticed – assuming that the beholder does-
A ring of protection helps with deflection bonuses (but remember n’t turn its antimagic cone toward the creature attempting to sneak
that it doesn’t stack with other deflection bonuses). Dexterity, by. Unless the sovereign is engaged in something away from the
Wisdom, and Constitution bonuses help with avoiding eye rays concealed character, there is a 10% chance per round that the sov-
and increasing save bonuses. Items that do damage have obvious ereign’s antimagic cone will temporarily negate the magical ef-
applications. Each time a weapon of wounding causes damage to fects.
a beholder, a –1 circumstance penalty is applied to its Strength With a +15 on Listen checks and a +20 on Spot checks, it
score solely for the purpose of determining its carrying capacity – takes a high-level rogue to slip past a sovereign, but by 13th-level
this is cumulative with the other penalties beholders receive for a rogue with a good Dexterity could have bonus to Hide and Move
loss of hit points (see page 6). Someone wearing a robe of eyes re- Silently checks that would match this score. Even if the charac-
ceives a +2 disguise bonus for passing as an eyekin. ter’s magical concealment is removed she can still make a check
on both these skills to see if her stealth is good enough to hide
Other Tactical Preparations from the eye tyrant. A rogue who successfully sneaks into position
can make one attempt at a sneak attack – because the sovereign
There are a few other options for groups preparing to attack a cannot be flanked, it is unlikely that there will be another oppor-
sovereign. One might be to collectively pool all their available tunity.
magic items and spells and select one member of the party to play While surprise is unlikely to be a factor in the characters’
the part of target. This person, given every possible bonus to AC favor, it is the most common tactic for sovereigns to use against
and saves, is sent to face the sovereign and lead it into a trap. The adventurers. The eye rays are terribly lethal if the character does-
other characters can be hidden using invisibility and silence or n’t have the advantage of her Dexterity bonus to AC; in addition,
simply high-level skills, and then attack after the beholder has all the careful preparations mentioned above are useless if they
used its action for the round. They will not catch the beholder flat- haven’t been cast in anticipation of a beholder attack.
footed because it is in combat, but with any luck the beholder will The best thing to do when a beholder surprises the party is to
not have set a ready action and they will get a free attack before find cover. This may be difficult – take into account the behold-
any rays are used. If they can stay in cover, they will have a er’s height as that relates to the cover available. A low wall may
chance at avoiding the eye rays entirely. be no cover at all against a sovereign floating a hundred feet over-
Another idea is to try to fool the beholder into using its eyes head. Bring to bear ranged weapons and spells as soon as possi-
against inappropriate targets. Sovereigns will judge which target ble. If the beholder is fairly close, low enough that melee attacks
to attack with an eye ray by looking at her equipment and decid- will be effective, and the character feels secure in his Will and
ing whether she is more likely to have a high Will or Fortitude Fortitude saves you might consider charging the creature. Without
save. A group can confuse this process by dressing the fighter in nearby cover this is probably the best option. Ultimately, being
flimsy robes and the wizard in full plate mail. The beholder is un- surprised by a sovereign and fighting in a location of its choosing
likely to use its bite attack and the ray attack ignores armor, which is the worst case scenario for the battle – with enough height to
means the fighter isn’t much more vulnerable than he would oth- make counterattacks difficult and a partial action to fire its beams
erwise be. The wizard suffers arcane spell failure in armor, but it at flat-footed opponents, it is likely that at least one member of the
is unlikely the wizard would be allowed to cast at all if the sover- party will take the full effect of at least one eye ray. An especial-
eign recognized her class – she would be in an antimagic cone for ly unlucky party will find themselves above the attacking sover-
most of the combat. In this way, the fighter can receive most of the eign, subject to all 10 rays, and then placed in the antimagic cone
eye rays with Fortitude saves and the antimagic cone, and the wiz- at the end of the surprise round. The only sound tactic regarding
ard can be making Will saves and casting spells. being surprised by sovereigns is to avoid it if at all possible
through recognizing the warning signs (see above).
127

Combat against a Lone Sovereign
There are two important considerations regarding sovereigns. All tactics during combat relate to these two facts:
• Each round a sovereign can cast three eye rays that will kill a party member if she fails her save (flesh to stone, disintegrate, and
finger of death).
• An average sovereign only has 60 hit points.
The goal for the party is to limit the number of rounds during which the sovereign can use its eye rays. In a party of four, each
member only has to do 15 hit points of damage. In larger parties, each member must do even less damage.
As mentioned earlier, ranged weapons tend to be the best options. Ranged weapons get the benefits of any enchantments on their
ammunition and they can reach beholders if they move too high for melee weapons. Casters may find themselves in an antimagic cone
most of the combat, but if there is an opportunity to cast a spell, it is wise not to waste a round on a defensive spell. The beholder’s
greatest weakness is its Reflex save, so lightning bolt, cone of cold, and fireball are all excellent choices. A defensive spell may only
protect one person – whereas inflicting a serious amount of damage on the creature can ultimately aid the entire party.
Against a single sovereign an open field combat where the characters use good tactics should probably last no more than 2-3
rounds. This can be extended if the characters are moving defensively, taking cover and using a human or elf’s higher speed to keep
the sovereign moving to keep the party in range of its eye rays.
Sadly, for all the preparation, much of the combat comes down to luck. With preparation a character can make it very unlikely that
an eye ray will hit, and even more unlikely that he will fail the save. A good roll by the gamemaster and a bad roll for the character can
make all the plans come unraveled. Attacking a beholder is never a sure thing, and sometimes losses will occur.
After Combat
When the fighting is over and the beholder is dead or has retreated, dealing with the wounded is the first order of business. A stone
to flesh spell is probably in order at this point. Raise dead or resurrection can be used to bring back those who failed saves against dis-
integrate and finger of death.
Just because the sovereign has been defeated is no reason to believe that the characters are out of danger. Often beholders have
slaves or assistants, either in the form of monsters they have charmed, eyekin of various levels, or variant forms of beholder. While
sovereigns often attack a group by themselves, it is very common for them to work out of an outpost where others from their commu-
nity might be waiting. A careful search of the area is warranted – both to check for danger and to see if the substantial treasure a sov-
ereign typically keeps is anywhere nearby. Often the two will be found together.
Non-Beholder Support Units

Often characters will encounter a beholder along with monsters or eyekin as support units. Generally these will be melee creatures
sent in to hold back the adventurers while the sovereign floats overhead targeting them with eye rays. Any use of ranged weapons or
spells will provoke attacks of opportunity from the melee creatures, allowing a hovering sovereign to stay safe or for the characters to
take as much damage as the sovereign.
In these situations, it is doubtful that a melee creature can kill a character in one successful hit, while a sovereign can do this in
three ways. Therefore, it is important to focus on the sovereign, even attracting attacks of opportunity while doing so (assuming the
characters have the hit points and armor class to take such hits). After the beholder has been killed, mopping up the rampaging mon-
sters should be fairly easy.
If the sovereign has brought several monsters, it may be worthwhile to spend some time to eliminate them – two or three attacks
of opportunity are more difficult to shrug off. Area spells to make the creatures become unconscious, frozen, or slowed can be useful
to allow time to kill the sovereign. Another tactic is to try dispel magic, as a monster freed from charm monster will probably flee the
area when it realizes that it is in the middle of a battle with a sovereign. If the characters are really lucky, the monster will turn on the
sovereign in anger.
128

Summer Update
Since the publication of Broncosaurus Rex in November 2001, Goodman Games has embodied the slogan, “We do d20 differently.”
One book after another, we aim for unique topics, original angles, and a distinctive slant, always with top-notch writing, art, and
graphic design. This year is no different.
The original fantasy setting returns!

Dave Arneson’s Blackmoor (d20)
By Dave Arneson, Dustin Clingman, and Jeff Quinn
224 pages, hardback, $35.00
Available in September

Recent Releases – Now Available
Beyond Monks: the Art of Complete Guide to Beholders EN World Player’s Journal #2
the Fight By Keith Baker, Neal Gamache, and By the staff and fans of EN World, with
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96 pages, $20.00 128 pages, $22 64 pages, magazine, $5.00
Dinosaurs That Never Were Dungeon Crawl Classics #2: The Monsters of the Endless Dark:
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Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

Cover Art by Michael Erickson

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Introduction . . . . . . . . . . . . . . . . . . . . .4 Character Classes . . . . . . . . . . . . .31 Cultist Temples . . . . . . . . . . . . . .92

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Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

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Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

It is difficult for a beholder to move about the streets of a nor-

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The sovereign is a powerful monster, capable of killing a

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Alexandre Machado (Order #279106)

Alexandre Machado (Order #279106)

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Table 4-1: The Beholder Cultist

Base Fort Ref Will Vision

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Table 4-2: Beholder Cultist Eyebeams

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9th level Class Skills

ABERRANT WARRIOR Class Features

Table 4-3: The Aberrant Warrior

Base Fort Ref Will Vision

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Table 4-5: The Eye of the Void

Base Fort Ref Will Bonus Eye

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Table 4-6: The Juggernaut

Base Fort Ref Will Eye Ray

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Beholder and Eyekin Feats

Feat Prerequisite Benefit