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J I M N
E L S O N
BEHOLDER Creatures of abhorrentshape and alien mindbeholders seek dominanceover all they survey The
f loating ho rrors enforcetheir will by f iring rays ofmagic from their eyestalks
When the unwholesomeplane known as theFar Realm comes intotenuous contact withreality terrible thingsboil across the bound-ary Nightmares form thethunderhead of psychicstorms that presage thearrival of warped beingsand forces undreamt ofby the maddest demonor the vilest devil Manyaberrant creaturesstumble upon the worldby accident pushed inlike chill wind througha door suddenly openedOthers crash into realitybecause it is as loath-some to them as theirsurreal homeland is to all sane natives of the rational planes Beholders howevercome as conquerors Each one seeks to claim all in its sight and beholders seemuch indeed Beholders do not belong in the world or in any of the planes inhabited byimmortal or elemental primordial or god Their home the Far Realm is soantithetical to rational thought that most who glimpse the plane go mad Likeother unsettling inhabitants of that place beholders have forms unlike those ofnatural creatures
Diverse and Horrible Powers Beholders come in a bewildering varietyand many that escape the Far Realm emerge into the world altered by thepassage Each beholder projects a number of supernatural powers throughits eyes but the specific details and a rrangement of those powers vary bybeholder variety Worse the powers can change and improve over time sothat as a beholder grows older it becomes more fearsome
Ruled by Few The only certainty when dealing with beholders is that theypossess malignant intent and a desire for dominance Indeed beholders rarelytolerate subservience to other beings and they shun the company of their ownkind When beholders work together or do the bidding of a more powerfulmaster the world is in peril Beholders serve only those creatures that they fear and from which theycannot escape Formidable titans mighty dragons and legendary spellcast-ers can sometimes command a beholderrsquos allegiance but these would-belords must be cautious of betrayal As deceitful as it is malign a beholder willsubmit to the authority of a strong leader if it believes it can one day claim thatcreaturersquos power Masters of Many Beholders believe that they deserve to rule all they seeLesser beings that show obedience to these hungry and unpredictable horrorscan find a placemdashalbeit not a safe onemdashin their service Beholders accept allmanner of creatures as their attendants lackeys and minions Such slaves mustfrequently prove themselves valuable lest their masters decide that they wouldmake better meals than they do servants
Beholder Gauth Level 5 Elite Artillery Medium aberrant magical beast XP 400
HP 102 Bloodied 51 Initiative +4
AC 17 Fortitude 16 Reflex 18 Will 19 Perception +10
Speed 0 fly 6 (hover) All-around vision darkvisio n
Saving Throws +2 Action Points 1
T983154983137983145983156983155
All-Around Vision
Enemies canrsquot gain combat advantage by flanking the gauth
S983156983137983150983140983137983154983140 A983139983156983145983151983150983155
m Bite 983110 At-Will
Attack Melee 1 (one creature) +10 vs AC
Hit 2d4 + 5 damage
R Eye Rays 983110 At-Will
Effect The gauth use s two eye ray powers chosen from the list below Each eye ray must target a
different creature Using eye rays does not provoke opportunity attacks
1 Fire Ray (fire) Ranged 8 +10 vs Reflex 2d6 + 6 fire damage
2 Exhaustion Ray (necrotic) Ranged 8 +10 vs Fortitude 1d8 + 4 necrotic damage and the
target is weakened (save ends)
3 Sleep Ray (charm) Ranged 8 +10 vs Fortitude the target is slowed (save ends)
First Failed Saving Throw The target is knocked unconscious instead of slowed (save ends)
4 Telekinesis Ray Ranged 8 +10 vs Fortitude the gauth slides the target up to 4 squares
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r Central Eye 983110 At-Will
Attack Ranged 5 (one creature) +10 vs Will
Hit The target is immobilized until the end of the gauthrsquos next turn
Str 12 (+3) Dex 15 (+4) Wis 16 (+5)
Con 15 (+4) Int 18 (+6) Cha 20 (+7)
Alignment evil Languages Deep Speech
24 Monsters A-Z 25BEHOLDER
Beholder Level 9 Solo Artillery Large aberrant magical beast XP 2000
HP 392 Bloodied 196 Initiative +9
AC 23 Fortitude 21 Reflex 22 Will 22 Perception +11
Speed 0 fly 4 (hover) All-around vision darkvisio n
Saving Throws +5 Action Points 2
T983154983137983145983156983155
All-Around Vision
Enemies canrsquot gain combat advantage by flanking the beholder
S983156983137983150983140983137983154983140 A983139983156983145983151983150983155
m Bite 983110 At-Will
Attack Melee 1 (one creature) 14 vs AC
Hit 2d8 + 8 damage
R Eye Rays 983110 At-Will
Effect The beholder uses t wo of the following eye ray s using each agains t a different target T his
attack does not provoke opportunity attacks
1 Charm Ray (charm) Ranged 10 +14 vs Will the target is dominated until the end of its
next turn
2 Wounding Ray (necrotic) Ranged 10 +14 vs Fort itude 2d10 + 6 necrotic damage
3 Sleep Ray (charm) Ranged 10 +14 vs Will the target is immobilized (save ends)
First Failed Saving Throw The target is knocked unconscious instead of immobilized
(save ends)
4 Telekinesis Ray Ranged 10 +14 vs Fortitude the beholder slides the target up to 4 squares
5 Slowing Ray (necrotic) Ranged 10 +14 vs Reflex 3d6 + 5 necrotic damage and the target
is slowed (save ends)
6 Brilliant Ray (radiant) Ranged 10 +14 vs Will 1d6 + 5 radiant damage and the target is
blinded (save ends)
7 Terror Ray (fear psychic) Ranged 10 +14 vs Will 2d8 + 5 psychic damage and the
beholder pushes the target its speed
8 Petrifying Ray Ranged 10 +14 vs Fortitude the target is petrified (save ends)
Aftereffect The target is immobilized (save ends)
9 Death Ray (necrotic) Ranged 10 +14 vs Fortitude 2d8 + 10 necrotic damage If the target
is bloodied before or after the attack it is also dazed (save ends)
First Failed Saving Throw The target is dazed and weakened (save ends both)
Second Failed Saving Throw The target dies
10 Disintegrate Ray Ranged 10 +14 vs Fortitude 1d8 + 5 damage and ongoing 10 damage
(save ends)
R Eye Ray Frenzy 983110 Recharge 6Requirement The beholder must be bloodied
Effect As eye rays above except the beholder makes three eye ray attacks
M983145983150983151983154 A983139983156983145983151983150983155
C Central Eye 983110 At-Will (1round)
Attack Close blast 5 (enemies in the blast) +12 vs Will
Hit The target cannot use encounter or daily attack powers until the end of its next turn
T983154983145983143983143983141983154983141983140 A983139983156983145983151983150983155
R Random Eye Ray 983110 At-Will
Trigger The beholder is conscious and an enemy starts its turn within 5 squares of it
Effect (No Action) The beholder uses o ne random eye ray against the tr iggering enemy
Str 18 (+8) Dex 20 (+9) Wis 15 (+6)
Con 18 (+8) Int 19 (+8) Cha 20 (+9)
Alignment evil Languages Deep Speech
Beholder Eye Tyrant Level 19 Solo Artillery Large aberrant magical beast XP 12000
HP 720 Bloodied 360 Initiative +16
AC 33 Fortitude 29 Reflex 31 Will 33 Perception +17
Speed 0 fly 4 (hover) All-around vision darkvisio n
Saving Throws +5 Action Points 2
T983154983137983145983156983155
All-Around Vision
Enemies canrsquot gain combat advantage by flanking the beholder
S983156983137983150983140983137983154983140 A983139983156983145983151983150983155
m Bite 983110 At-Will
Attack Melee 1 (one creature) +24 vs AC
Hit 4d8 + 7 damage
R Eye Rays 983110 At-Will
Effect The beholder uses t wo of the following eye ray s using each agains t a different target T his
attack does not provoke opportunity attacks
1 Searing Ray (radiant) Ranged 10 +24 vs Ref lex 3d10 + 11 radiant damage
2 Withering Ray (necrotic) Ranged 10 +24 vs Fort itude 2d8 + 9 damage and ongoing 10
necrotic damage (save ends)
3 Sleep Ray (charm) Ranged 10 +24 vs Will the target falls unconscious (save ends)
4 Telekinesis Ray Ranged 10 +24 vs Fortitude the beholder slides the target up to 4 squares
5 Hold Ray Ranged 10 +24 vs Reflex the target is restrained (save ends)
6 Confusion Ray (charm) Ranged 10 +24 vs Will the target uses a free action to charge the
nearest ally it is able to charge
7 Terror Ray (fear psychic) Ranged 10 +24 vs Will 2d12 + 8 psychic damage and the target
moves its speed as a free action If it does not end this movement at least 4 squares farther
from the beholder than it began the t arget takes 2d12 + 8 psychic damage
8 Petrifying Ray Ranged 10 +24 vs Fortitude the target is slowed (save ends)
First Failed Saving Throw The target is immobilized instead of slowed (save ends)
Second Failed Saving Throw The target is petrified
9 Death Ray (necrotic) Ranged 10 +24 vs Fortitude 4d10 + 6 necrotic damage If the target
is bloodied before or after the attack it is also dazed (save ends)
First Failed Saving Throw The target is dazed and weakened (save ends both)
Second Failed Saving Throw The target dies
10 Disintegrate Ray Ranged 10 +24 vs Fortitude 2d10 + 9 damage and ongoing 2d20
damage (save ends)
R Eye Ray Frenzy 983110 Recharge 6
Requirement The beholder must be bloodied
Effect As eye rays above except the eye tyrant makes four eye ray attacks
M983145983150983151983154 A983139983156983145983151983150983155
C Central Eye 983110 At-Will (1round)
Attack Close blast 5 (enemies in the blast) +22 vs Will
Hit The target cannot use encounter or daily attack powers until the end of its next turn
T983154983145983143983143983141983154983141983140 A983139983156983145983151983150983155
R Random Eye Ray 983110 At-Will
Trigger The beholder is conscious and an enemy starts its turn within 5 squares of it
Effect (No Action) The beholder uses o ne random eye ray against the tr iggering enemy
Str 18 (+13) Dex 24 (+16) Wis 17 (+12)
Con 20 (+14) Int 22 (+15) Cha 28 (+18)
Alignment evil Languages Deep Speech
26 Monsters A-Z 27
BEHOLDER
Beholder Level 9 Solo Artillery Large aberrant magical beast XP 2000
HP 392 Bloodied 196 Initiative +9
AC 23 Fortitude 21 Reflex 22 Will 22 Perception +11
Speed 0 fly 4 (hover) All-around vision darkvisio n
Saving Throws +5 Action Points 2
T983154983137983145983156983155
All-Around Vision
Enemies canrsquot gain combat advantage by flanking the beholder
S983156983137983150983140983137983154983140 A983139983156983145983151983150983155
m Bite 983110 At-Will
Attack Melee 1 (one creature) 14 vs AC
Hit 2d8 + 8 damage
R Eye Rays 983110 At-Will
Effect The beholder uses t wo of the following eye ray s using each agains t a different target T his
attack does not provoke opportunity attacks
1 Charm Ray (charm) Ranged 10 +14 vs Will the target is dominated until the end of its
next turn
2 Wounding Ray (necrotic) Ranged 10 +14 vs Fort itude 2d10 + 6 necrotic damage
3 Sleep Ray (charm) Ranged 10 +14 vs Will the target is immobilized (save ends)
First Failed Saving Throw The target is knocked unconscious instead of immobilized
(save ends)
4 Telekinesis Ray Ranged 10 +14 vs Fortitude the beholder slides the target up to 4 squares
5 Slowing Ray (necrotic) Ranged 10 +14 vs Reflex 3d6 + 5 necrotic damage and the target
is slowed (save ends)
6 Brilliant Ray (radiant) Ranged 10 +14 vs Will 1d6 + 5 radiant damage and the target is
blinded (save ends)
7 Terror Ray (fear psychic) Ranged 10 +14 vs Will 2d8 + 5 psychic damage and the
beholder pushes the target its speed
8 Petrifying Ray Ranged 10 +14 vs Fortitude the target is petrified (save ends)
Aftereffect The target is immobilized (save ends)
9 Death Ray (necrotic) Ranged 10 +14 vs Fortitude 2d8 + 10 necrotic damage If the target
is bloodied before or after the attack it is also dazed (save ends)
First Failed Saving Throw The target is dazed and weakened (save ends both)
Second Failed Saving Throw The target dies
10 Disintegrate Ray Ranged 10 +14 vs Fortitude 1d8 + 5 damage and ongoing 10 damage
(save ends)
R Eye Ray Frenzy 983110 Recharge 6Requirement The beholder must be bloodied
Effect As eye rays above except the beholder makes three eye ray attacks
M983145983150983151983154 A983139983156983145983151983150983155
C Central Eye 983110 At-Will (1round)
Attack Close blast 5 (enemies in the blast) +12 vs Will
Hit The target cannot use encounter or daily attack powers until the end of its next turn
T983154983145983143983143983141983154983141983140 A983139983156983145983151983150983155
R Random Eye Ray 983110 At-Will
Trigger The beholder is conscious and an enemy starts its turn within 5 squares of it
Effect (No Action) The beholder uses o ne random eye ray against the tr iggering enemy
Str 18 (+8) Dex 20 (+9) Wis 15 (+6)
Con 18 (+8) Int 19 (+8) Cha 20 (+9)
Alignment evil Languages Deep Speech
Beholder Eye Tyrant Level 19 Solo Artillery Large aberrant magical beast XP 12000
HP 720 Bloodied 360 Initiative +16
AC 33 Fortitude 29 Reflex 31 Will 33 Perception +17
Speed 0 fly 4 (hover) All-around vision darkvisio n
Saving Throws +5 Action Points 2
T983154983137983145983156983155
All-Around Vision
Enemies canrsquot gain combat advantage by flanking the beholder
S983156983137983150983140983137983154983140 A983139983156983145983151983150983155
m Bite 983110 At-Will
Attack Melee 1 (one creature) +24 vs AC
Hit 4d8 + 7 damage
R Eye Rays 983110 At-Will
Effect The beholder uses t wo of the following eye ray s using each agains t a different target T his
attack does not provoke opportunity attacks
1 Searing Ray (radiant) Ranged 10 +24 vs Ref lex 3d10 + 11 radiant damage
2 Withering Ray (necrotic) Ranged 10 +24 vs Fort itude 2d8 + 9 damage and ongoing 10
necrotic damage (save ends)
3 Sleep Ray (charm) Ranged 10 +24 vs Will the target falls unconscious (save ends)
4 Telekinesis Ray Ranged 10 +24 vs Fortitude the beholder slides the target up to 4 squares
5 Hold Ray Ranged 10 +24 vs Reflex the target is restrained (save ends)
6 Confusion Ray (charm) Ranged 10 +24 vs Will the target uses a free action to charge the
nearest ally it is able to charge
7 Terror Ray (fear psychic) Ranged 10 +24 vs Will 2d12 + 8 psychic damage and the target
moves its speed as a free action If it does not end this movement at least 4 squares farther
from the beholder than it began the t arget takes 2d12 + 8 psychic damage
8 Petrifying Ray Ranged 10 +24 vs Fortitude the target is slowed (save ends)
First Failed Saving Throw The target is immobilized instead of slowed (save ends)
Second Failed Saving Throw The target is petrified
9 Death Ray (necrotic) Ranged 10 +24 vs Fortitude 4d10 + 6 necrotic damage If the target
is bloodied before or after the attack it is also dazed (save ends)
First Failed Saving Throw The target is dazed and weakened (save ends both)
Second Failed Saving Throw The target dies
10 Disintegrate Ray Ranged 10 +24 vs Fortitude 2d10 + 9 damage and ongoing 2d20
damage (save ends)
R Eye Ray Frenzy 983110 Recharge 6
Requirement The beholder must be bloodied
Effect As eye rays above except the eye tyrant makes four eye ray attacks
M983145983150983151983154 A983139983156983145983151983150983155
C Central Eye 983110 At-Will (1round)
Attack Close blast 5 (enemies in the blast) +22 vs Will
Hit The target cannot use encounter or daily attack powers until the end of its next turn
T983154983145983143983143983141983154983141983140 A983139983156983145983151983150983155
R Random Eye Ray 983110 At-Will
Trigger The beholder is conscious and an enemy starts its turn within 5 squares of it
Effect (No Action) The beholder uses o ne random eye ray against the tr iggering enemy
Str 18 (+13) Dex 24 (+16) Wis 17 (+12)
Con 20 (+14) Int 22 (+15) Cha 28 (+18)
Alignment evil Languages Deep Speech
26 Monsters A-Z 27
BEHOLDER
