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Eye of Flame
Eye of Flame
Death Tyrant
Death Tyrant
Beholder Summoning
Beholder Summoning

A Denizen of the Underdark and subtype of Aberration in Azolin

Beholder Anatomy

Beholder Life

Beholder Mage

Beholders are perhaps the most deadly of the great aberration races. They are certainly one of the most distinctive and unusual in appearance.

The original beholders are said to have been spawned beyond reality by a primal entity as powerful as a deity. This creature has no name, and its children have no need to generate one for it. To others, it is known only as the Great Mother, a name granted more for the fact that the creature spawned the entire beholder race from its very flesh than for any real certainty that it is female. From the Great Mother, the beholder race and its various kin have propagated to the realm of reality with great success, for few can stand in the way of such destructive creatures.

Although the information contained in this entry is presented as fact, beholders are alien creatures in body, mind, and soul. Even the author, Iphegor of the Ebon Mirror, admits to not having divined all of their secrets, nor recorded everything he discovered in his Codex Anathema.

Beholders on Azolin

Although beholders are dangerous, powerful creatures, one factor above all others has played a key role in preventing them from establishing dominance over large portions of the world. Beholders are, by any definition of the word, insane. Spawned from an insane deity and spending all their days filled with hate and wrath, beholders have minds that are as fragmented as any intelligence can be. This insanity does not breed chaos; rather, it drives each beholder to adhere to a strict pattern that forces it to consider all other forms of life inferior and insulting.

As a result, beholders are hateful and aggressive in their relations with all other creatures. Ironically, it is toward other beholders (and especially beholderkin) that this hatred is the strongest. A beholder typically views non-beholders as a necessary evil — stock to gather and command in its never-ending quest to eradicate other beholders and their ilk. Although a beholder is completely logical and organized in its efforts, its goals remain insane.

A beholder (sane or otherwise) tends to place members of non-beholder species in one of five categories.

  • Powerful: The creature in question is something that the beholder admits is equally powerful or even more powerful than itself. This category is by far the smallest, and beholders avoid these creatures completely rather than confront them. Examples include storm giants, powerful fiends or celestials, powerful liches or vampires, most dragons, and deities.
  • Dangerous: This category includes creatures that the beholder admits can cause it grievous injury or disrupt its carefully laid plans. These creatures have information that a beholder needs or access to items it covets, and thus the beholder seeks to capture, subjugate, and eventually destroy the creature as efficiently as possible.
  • Usable: These creatures pose little threat to a beholder, but they possess useful abilities that a beholder can benefit from if it can charm them.
  • Inferior: These creatures offer nothing of interest to a beholder and are simply annoying. Beholders prefer to enslave or destroy them but don’t normally go out of their way to do so. Examples include elementals, non-intelligent undead, constructs, fey, vermin, and sentient plants.
  • Inconsequential: These creatures offer nothing to a beholder but a convenient source of food. Examples include animals and magical beasts.

A beholder’s typical reaction to encountering another beholder is rage. If possible, the beholder directs its minions to attack the other beholder and kill it, but sometimes this tactic isn’t the best one available. In such a case, the beholder is driven to attack the other beholder personally.

Of all creatures, a beholder is perhaps the most invulnerable to others of its kind, due to its antimagic cone. A combat between two beholders is savage and ruthless, especially if the terrain doesn’t allow one an advantage over the other. A beholder that is able to ambush another can end the fight quickly. When two beholders meet on equal ground, each rotates quickly enough to keep its enemy in the area of its antimagic cone. Thus, the encounter rapidly degenerates into a frenzied battle of flashing teeth and tearing flesh. Each beholder swoops in, bites its enemy, and then retreats to a point where its foe cannot escape its cone of antimagic, forcing the foe to move to escape the antimagic or retaliate in a similar swoop-bite-retreat tactic. Sometimes, a beholder can use the surrounding terrain to turn the tide of battle in its favor by using its eye rays to attack its enemy indirectly. For example, a beholder could use disintegrate rays to drop trees or cave in a roof on an enemy, or it could use its telekinesis eye ray to hurl objects at its enemy.

In the exceedingly rare cases where more than two beholders meet, the resulting melee is proportionally more savage and destructive. Beholders in such a fight team up against the one that looks the most unusual. The beholders form groups based on their similar physical features and work together to nullify the others. As each beholder falls, the groups reorganize so that the next most unique-looking beholder is the common target.

Sane Beholders

Not all beholders are insane, solitary creatures with little more on their minds than slaughter. Just as other races have members who simply can’t abide by the rules of their society, so too do beholders have outcasts. From a humanoid viewpoint, these outcasts are the few sane beholders. These creatures maintain a hatred of other beholders, but this is a hatred born of fear rather than intolerance. A sane beholder understands that others of its kind view it as the greatest threat of all, and it seeks out places that other beholders shun. In other words, these beholders live in the societies and cities of other races.

Although these beholders might be considered sane, most remain evil to the core. They know that they are objects of fear to other races and take pains to establish their lairs in secret underground chambers below a city. They make use of their charm person and charm monster eye rays to build a small army of loyal minions from the local population, and before long, they establish themselves as the shadowy leaders of new organizations. Many of these groups function as thieves’ guilds, with the beholder running the show behind the scenes or through a carefully selected proxy. Other beholder-driven groups might include religious organizations, bard colleges, wizardly schools, or even the government of a small city.

The most common form of organization, of course, is the beholder cult. These cults consist of a single beholder that charms a number of minions, who then take to worshiping the beholder as a deity. Beholders find that being worshiped is an excellent path to self-satisfaction and delight, and they encourage such behavior in their minions. In many cases, a beholder keeps only a few select cult leaders charmed, and these leaders guide and influence the main body of the cult. That way, cult members worship the beholder voluntarily, without being coerced into doing so by magic, which beholders find most rewarding.

Some beholder cultists go so far as to gouge out a portion of their own forehead and graft in a beholder’s eye during a foul ritual dedicated to the Great Mother. These people become clerics of the Great Mother, after a fashion, even though they themselves are not beholders. Known as ocular adepts, they represent the most devoted, and thus most dangerous, of beholder cultists. Often, an ocular adept runs an entire cult and is allied with a beholder that might not live nearby at all. In some cases, a dozen or more ocular adepts based in as many cities might all follow the same beholder. The beholder selects the location of the most powerful cult as a base of operations and rules the other branches by proxy. In rare circumstances, sane beholders pool their resources and work together to accomplish a common goal. Such a grouping of beholders is called a beholder cluster and consists of anywhere from two to six of the creatures. Because beholders are asexual and have little need for physical companionship, these clusters are almost always focused on dominating inferior races or gathering new magic sources for study. A beholder cluster becomes the prevailing force in the region and, if left alone, can eventually challenge the rule of nations. Even beholder clusters do not represent the most dangerous aspect of beholder society. For this, one need look no further than the dreaded beholder hives.

Beholder Minions

Although beholders are tremendously xenophobic, they can reign in their fears and intolerance when faced with a creature that they might be able to use for a time before killing it. A beholder never trusts bargains when “recruiting” a minion. Instead, it uses its charm person or charm monster eyes to magically control the creature. A beholder is careful to renew any charms it has on its minions as needed, setting aside the waking hours of the day for such tasks.

Beholders keep minions for many reasons, the most common of which are detailed below. Beholders normally never use beholderkin as minions — they’d rather simply disintegrate them. Exceptions exist among those that are sane or that have been commanded to employ such minions by an overseer or hive mother.


Beholders invent complicated schemes and plans that can go awry when other creatures meddle in their affairs. When a beholder’s plan is foiled, it uses its spies to find out what happened. If it learns that a specific creature or group of creatures is responsible, it sends assassins to remedy the situation. Only if all of its assassins fail to kill the troublemakers does a beholder get personally involved. In such a case, it prefers to use its spies or gatherers to lure the creatures to its lair, where it has the advantage, and then use all of its resources to finish the job.


Although beholders spend much of their time studying magic, plotting, and bullying other minions, most keep at least a few minions on hand solely for entertainment purposes. Entertainment to a beholder can range wildly according to personal tastes, from the sadistic glee derived from watching cowering goblins forced to fight each other under threat of petrification and disintegration to the more cultured displays of magical prowess from charmed spellcasters. Beholders particularly enjoy watching illusions, but observing any magical display by an entertaining minion can also help charge the creature’s dweomerlobes. Of all minions, entertainers are the ones most likely to be eaten at a moment’s notice.


Beholders prefer to remain in their lairs, surrounded by their guardians and defenses, but they need items that can be procured only from the world outside. In these cases, a beholder employs charmed gatherers - creatures capable of traversing great distances quickly and penetrating secure sites with ease. A beholder sends a spy to determine the probable location of an object or person it needs, and then sends a gatherer to finish the job. Gatherers are used to catch new prisoners, although for particularly dangerous missions, a beholder sends a combined force of assassins and gatherers.


The majority of a beholder’s minions are guardians, creatures selected to protect the lair. Unintelligent guardians are left to squat in dead-end sections of the lair, while more intelligent minions patrol the lair and look for intruders.

Gas spores deserve special mention. This unique airborne form of fungus was originally cultivated and shaped by an ancient beholder mage whose name has long since been forgotten. In the gas spore, the beholder managed to create a dangerous yet mindless guardian that served as a form of living sculpture to honor and venerate the classic beholder form, was fecund and self-propagating, and required little to no outside maintenance. Gas spores never rebelled against their masters, never attacked a beholder by accident, and couldn’t be reasoned with or charmed away by an enemy. Since their creation, gas spores have taken to the far corners of the world like a plague, and dungeons that were once under the rule of a beholder lord that moved on or perished still serve as breeding grounds for these terrible fungi.


Rarely, a beholder needs to interact with another society or civilization in a nonviolent manner. A beholder put in this unenviable position relies on a charmed representative with a high Charisma score. Beholders treat their representatives much better than they treat their other minions, and even though representatives remain charmed, they are afforded the best personal quarters in the lair and are allowed to keep a fair amount of wealth and comforts. Beholders do this because, of all their minions, representatives are the most likely to be discovered and “rescued” by interlopers who dispel the charm. Often, a representative that is no longer charmed remains loyal to his beholder, thanks to the preferential treatment that he has received. Beholders keep only one representative, since they find treating other creatures as near-equals to be painful.


Spies serve a similar role to that of gatherers, except that gatherers are sent to collect people and objects, whereas spies are used purely to observe the lands around the beholder’s lair. A spy typically remains in the field for a week, returning to the lair well before the charm monster ray wears off to report his or her findings.

Beholder Hive Cities and Lairs

One of the most terrifying manifestations of beholder society is a beholder hive. It is not unheard of for similarly shaped beholders to live in close proximity to one another, cooperating to build incredible and alien cities in the far corners of the world. The existence of beholder hive mothers and overseers makes these gatherings possible. These thankfully rare creatures possess a supernatural ability to command and dominate other beholders. Hive mothers are powerful beholders said to have been spawned directly from the shuddering folds of the Great Mother herself. Overseers are horribly mutated creatures that only superficially resemble the original beholder stock from which they sprang. Both can organize a large collection of beholders to work toward a common goal.

The appearance of a beholder hive varies wildly. Some are little more than tangled underground mazes of chambers and circular passageways carved by a multitude of disintegrate eye rays, while others are fantastic cities of alien, disturbing architecture. These hive cities are built by charmed minions, with finishing touches by particularly artistic beholders that use their disintegrate eye rays to carve sculptures from solid stone or metal.

A beholder hive’s population depends on the nature of its leader. An overseer can command only a relatively small number of beholders at once, and thus its hive consists of only twenty or so beholders and beholderkin. These hives are typically underground warrens.

A hive ruled by a hive mother, on the other hand, has no limit to its size. Such a hive usually even incorporates a few overseers (all under the hive mother’s control, of course). These hives are more on the scale of cities, and although they are often found in underground regions, a rare few appear in remote regions on the surface. The primary goal of a hive mother that rules a hive city is almost always the collection of other beholders and beholderkin; hive mothers believe that they themselves are the chosen of the Great Mother and must work to bring unity and order to the beholder race. Other beholder cities ruled by rival hive mothers are their greatest enemies, for they represent all that is tainted and wrong about the beholder race. Once all other hive cities are destroyed or assimilated, the surviving hive mother can turn its vast resources to the other races of the world and begin the final cleansing to prepare for the Great Mother’s return.

A typical hive city has a population that breaks down roughly as follows:

  • 1 hive mother
  • 2 to 4 overseer beholderkin
  • 6 to 12 director beholderkin (each with a bonded vermin mount, usually huge monstrous centipedes)
  • 11 to 30 beholders
  • 5 to 15 gauths
  • 3 to 8 beholderkin guardians (death kisses or gougers)
  • 12 to 24 gas spores, used almost like traps at the outer city perimeters
  • 30 to 120 charmed minions (these can be of any of the races that are dominant in the region)

Of course, these numbers represent only the average population of a hive city. Particularly massive hive cities are reputed to be located in the deepest underground reaches or the farthest corners of the world.

Life for a beholder in a hive city is an unusual prospect. The hive mother knows at all times where its commanded minions are, and even if this command is disrupted (by the antimagic eye of another beholder, for example), the beholders do their best to maintain a civil air, for to disrupt the city is to invite the terrible wrath of its ruler. Yet even a hive mother is incapable of directing an entire hive. It allows favored beholders or overseers to rule its city as a council of sorts. All city activities are directed by this council, and the hive mother itself simply observes them rather than watching the entire city as a whole.

Historical legends tell of a massive beholder hive city of Kaggash. This surface city was of unprecedented size, with a beholder population of about two thousand, and is located on a volcanic, mist-shrouded land, many sages think of it as the Dahmir Saha in ancient times. The legend holds that ten or possibly more allied hive mothers jointly ruled Kaggash. Within the city dwelt the beholder hive-tower of Uldinath. This massive spire was honeycombed with tunnels and was home to a hive of countless beholders and beholderkin. Uldinath was ruled by Tchkarthu, an elder orb. The legends hold that the city, and the tower, sunk beneath the plains many millenia ago.

A typical beholder lair consists of a winding maze of passageways bored through solid rock with disintegrate eye rays. These tunnels tend to be perfectly smooth and round, with a 10-foot radius. Beholders know that their ability to fly gives them a distinct tactical advantage, so most lairs incorporate a large number of vertical shafts. This hinders intruders attempting to penetrate the lair and keeps prisoners from easily escaping.

A typical lair consists of three to five additional chambers. The farthest chamber from the entrance is the beholder’s personal quarters, where the creature sleeps and studies any magic treasure it has accumulated. Beholders are too arrogant to incorporate escape tunnels into their quarters; doing so only invites an invasion on multiple fronts. In any case, a beholder can quickly create its own escape tunnel, if need be, with its disintegrate eye ray. Between the quarters and the lair entrance are two or more chambers used to house guardians. Most beholders keep another room off to the side of the main complex to dispose of waste or to hold prisoners. A beholder with a favored minion (such as a representative) allows that minion his or her own chamber as well. Additional chambers for additional minions are built as needed. Beholders are quite fond of traps, especially those triggered by pressure plates (which they can easily float over), and they incorporate pit traps and similar protections into their lairs.

Beholder Religion

Beholders almost never become clerics. They lack the interest to devote their lives to higher powers, and in truth, their minds simply cannot conceive of doing so. The fact that their antimagic eye disrupts their own magic is another reason they avoid the clerical path. Yet beholders are not atheists; they live every moment in constant devotion to an ageless entity known as the Great Mother.

From birth, beholders know that they came not from their parent, who disavows them and turns on them as an enemy, but from an ancient being known as the Great Mother. To beholders, the Great Mother epitomizes the truth. All else is imperfection, and as a result, each beholder strives to become as perfect in mind and body as the Great Mother. Each beholder vividly recalls its birth not as the event occurred, but as if it had been spawned personally by the Great Mother herself. Each beholder also believes to the core of its being that it personifies the closest approximation the flesh can hope for in replicating the true majesty of the Great Mother. All others are pretenders that must be destroyed, for each moment that another beholder lives is an insult to the Great Mother. To a beholder, there is no greater way to demonstrate its faith than to slaughter and kill.

Beholder Language

All beholders can speak Common, mostly so they can interrogate and menace anyone they capture alive. Beholders find it crude and debasing to speak in this language (or any other non-beholder language), as if the mere act of speaking in another creature’s language acknowledges that race’s creativity and intelligence. For this reason, beholders prefer to speak in their own native tongue.

The language of beholders is difficult, but not impossible, for humanoids to understand and speak. Beholder is a guttural language that incorporates plenty of lip-smacking, gurgling, and slobbering. A lengthy conversation between two beholders that don’t immediately try to kill each other can quickly douse the surrounding area with drool and worse.

Strangely, the beholder language does not include a word for the name of their species. The term “beholder” is an appellation granted to the race by those they deem inferior. Each beholder finds the idea of belonging to a beholder “race” disgusting, assuming that it is a one-of-a-kind representation of the Great Mother. On the rare occasion that one beholder befriends another, it typically refers to the other by its own name, perhaps the greatest way it can respect another. Beholder names are long, complicated, and slobbery to pronounce; a beholder typically names itself within the first year of its life. Sample beholder names include Blorghathus, Gazriktak, Irixis, Ixahinon, Khuxristul, Kreskalat, Murlbalbluthk, Qeqtoxii, Sespetoxri, Sikrewxes, Vhalantru, Xanathar, Zommist, and Zulnethrak. Rarely, a sane beholder that establishes itself as the leader of a guild of lesser beings adopts a more easily pronounceable name formed in the language of its minions. Sample names of this type include Cinderglare, Eyebiter, Gobblegut, Manglecramps, Orbius, and Slatherjaw.

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