Sometimes called "sphere of many eyes" or "eye tyrants," Beholders are terrifying creatures which dwell in the Underdark.

These Powerful and intelligent creatures are originally from the strange, exotic world of Charos, but today, dwell in the Underdark.


Beholders are immediately identifiable, being essentially a floating head with one single, cyclops-like eye surrounded by ten smaller eye stalks; each containing powerful magic. Other than this, the main feature of a beholder's anatomy was its massive, gaping maw.

Because their entire body is covered with eyes, beholders have the capacity to see in all directions at once, making it nearly impossible to ambush them while also giving them an unusually high degree of perceptive ability.

Although beholders lack the capacity to see color, they have the ability to perceive even in the most darkened environment, under conditions in which a human or similar creature would be rendered completely blind. Beholders are also capable of levitation, and move effortlessly, while hovering above the ground.


Beholders are not particularly strong but were inherently magical creatures, with each of their eyes possessing an innately magical nature. Beholders, who often attack for no apparent reason, will often try to end a battle as quickly as possible, unleashing their terrifying abilities all at once.

Among the most basic of these attacks is their deadly ability to project magical power from their eyes, in varying forms such as instilling fear, charming, knocking out, petrifying, disintegrating, slowing, or killing their enemies. Any combination of these weapons is possible, although they often use only one of two at any given time.

Many, but not all, beholders also have the capacity to use their central eye to project a field of anti-magic, which cancels the effects of all supernatural abilities within a small cone of 150 feet in length. In addition to enemy spells, prayers, or similar effects, this also affects a beholder's own eye rays, suppressing their own power.

However, the inability to cast its eye rays at full strength was hardly a hindrance—it allows a beholder to attack its foes with its large, toothy maw.


Beholders are often found occupying deep, underground caverns. Frequently, these lairs are carved out by the beholders themselves, using their eye rays to mold the environment for their purposes. Often, these lairs are built vertically rather than horizontally like most buildings, with beholder architecture frequently exhibiting a large number of vertical shafts which beholders and other flying creatures can use with ease, while walking creatures find their navigation hindered. Beholders worship a deity called the "Great Mother."


Xenophobic yet vicious creatures, beholders are quick to attack enemies, including anyone they deem not "like themselves." Beholders, as a rule, are violent and greedy, hungering for both wealth and power over others. This is made all the more complicated since more than one variety of beholder exists, each believing itself to be the pinnacle of bodily perfection and they view other beholders who differ from this image in even the most minute details as loathsome enemies and inferiors.

Beholder minds are divided into two separate entities. Each of these entities thinks and acts on its own accord even though it is bound to the same body as the other half of its mind. Neither half of the beholder's mind trusts the other, so they hide a lot from each other, creating a very paranoid relationship. "Sane beholders" are beholders whose minds are not "divided" so to speak. There are still two entities within the beholder, but neither hides anything from the other, making a less paranoid beholder. However, the persona of a "Sane beholder" is just as likely to be considered "insane" by anyone else as the persona of any other beholder. Because there are two entities within a single beholder, that beholder should always be recognized by its full name when in conversation with them, or they will perceive it as speaking to only one of the entities.


Size/Type: Large Aberration
Hit Dice: 13d8+64 (125 hp)
Initiative: +6
Speed: 5 ft. (1 square), fly 20 ft. (good)
Armor Class: 29 (-1 size, +5 Dex, +15 natural), touch 14, flat-footed 27
Base Attack/Grapple: +8/+12
Attack: Eye rays +5 ranged touch and bite +2 melee (2d4)
Full Attack: Eye rays +5 ranged touch and bite +2 melee (2d4)
Space/Reach: 10 ft./5 ft.
Special Attacks: Eye rays
Special Qualities: All-around vision, anti-magic cone, dark-vision 60 ft., flight
Saves: Fort +9, Ref +5, Will +11
Abilities: Str 10, Dex 14, Con 18, Int 17, Wis 15, Cha 15
Skills: Hide +9, Knowledge (arcana) +12, Listen +13, Search +13, Spot +14, Survival +1 (+4 following tracks)
Feats: AlertnessB, Flyby Attack, Great Fortitude, Improved Initiative, Iron Will
Environment: Cold hills
Organization: Solitary, pair, or cluster (3-6)
Challenge Rating: 13
Treasure: Double standard
Alignment: Usually lawful evil

A beholder is an 8-foot-wide orb dominated by a central eye and a large, toothy maw. Ten smaller eyes on stalks sprout from the top of the orb.

The primary weapon of the beholder is a series of deadly eye rays. Beholders often attack without provocation. Though not powerful physically, they often plow right into groups of opponents to use as many of their eyes as they can. When closing with an enemy, a beholder tries to cause as much disruption and confusion as possible.

Eye Rays (Su): Each of a beholder's small eyes can produce a magical ray once per round as a free action. During a single round, the beholder can only aim three eye rays at targets in any one 90-degree arc (up, forward, backward, left, right, or down.) The remaining eyes 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 bear in any given arc.

Each ray's effect resembles a spell (caster level 13), but is a straight line.

Each of a beholder's ten eye rays resembles a spell cast by a 13th-level caster. Each eye ray has a range of 150 feet and a save DC of 17. The save DCs are Charisma-based. The ten eye rays include:

1) Charm Monster: The target must succeed on a Will save or be affected as though by the spell. Beholders use this ray to confuse the opposition, usually employing it early in a fight. The beholder generally instructs a charmed target to either restrain a comrade or stand aside.

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

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

4) Fear: This works like the spell, except that it targets one creature. The target must succeed on a Will save or be affected as though by the spell. Beholders like to use this ray against warriors and other powerful creatures early in a fight, to break up the opposition.

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

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

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

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

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

10)Telekinesis: A beholder can move objects or creatures that weigh up to 325 pounds, as though with a telekinesis spell. Creatures can resist the effect with a successful Will save.

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

All-Around Vision (Ex): Beholders are exceptionally alert and circumspect. Their many eyes give them a +4 racial bonus on Spot and Search checks, and they can't be flanked.

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