Beholder (race) decapitation effects. However, it also means that Eye/Face 1 3

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1 Beholder (race) Beholders are a race of bloating orbs covered in eye stalks. They have potent magical abilities, and are widely feared. Each beholder instinctively believes itself to the the one true bloodline descended from the progenitor, and views all other beholders as flawed and blasphemous copies. However, occasionally a beholder goes insane and learns to cooperate with others. Beholder space nations exist for only one reason: the purification of their race of the scum (meaning any other beholders that look different from them). Other activities, such as trading, raiding, and piracy, are secondary. Beholder ships are built for them by the arcane, for unknown reasons. +4 Dexterity, +2 Intelligence, -4 Strength: Beholders are smart and tough, but lack physical power Aberration: Beholders are aberrations, which changes how spells and other effects may target them. Variable size: Beholders begin as Tiny creatures, but grow as they advance in levels, eventually reaching huge size. Slow: Beholders have a base speed of 20 feet while hovering 3 feet off the ground. If they lose their ability to hover, they can roll around at a speed of 5 feet. All-around vision: The many eyes of the beholder grant it a +4 racial bonus to Perception checks, and it cannot be flanked. Anatomy: Not having a standard body shape is Slot Humanoid Beholder sometimes advantageous, such as being immune to Head 1 1 decapitation effects. However, it also means that Eye/Face 1 3 beholders have different magic item slots: 1 head slot, 3 eye/lens slots(on the central eye or on eye stalks), 3 Neck/Throat 1 3 neck slots (hung from eye stalks), 1 waist slot, 3 ring Shoulders 1 0 slots (worn on eye stalks), 1 wrist slot (bracelets or bracers worn around eye stalks) Armor/Body 1 0 Bite: Beholders have a natural bite attack which inflicts Torso 1 0 1d3 damage at first level. Arms/Wrists 1 1 Buoyancy: Beholders are under a permanent Feather Fall effect. Hands 1 0 Darkvision: Beholders can see in the dark up to 60 Rings 2 3 feet. Waist 1 1 Languages: Beholders begin play speaking Beholder and Common. Beholders with a high intelligence score Feet 1 0 may choose from the following: Draconic, Giant, Goblin, Gnoll, Orc, Undercommon. Classes: Beholders do not take a class like normal races, and instead takes levels in the Beholder class (below). Beholders may not multiclass. Beholder (racial class) Requirement: this is the racial class for beholders, and may only be taken by members of that race. Hit Die: d8 Class Skills: Fly, Intimidate, Knowledge (arcana), Perception, Sense Motive, Stealth, Survival, Swim, Use Magic Device

2 Skill Ranks: 4 + int modifier Weapon and Armor Proficiency: Beholders are not proficient with any weapons or armor, and instead rely on their natural armor and attacks Caste: Each beholder belongs to a distinct beholder gene line. This divides the beholders into different beholderkin bloodlines. Each beholder must choose a caste at first level. Castes include Death Kiss, Director, Eye of the Deep, Eye Tyrant, Gouger, and Overseer. These castes determine the abilities of the beholder's central eye, and may provide other changes to the class. Eye rays: A beholder's eye rays are spell like effects which mimic arcane spells from the beholder spell list. It can cast any spell it knows without preparing it ahead of time. To learn to cast a spell, the beholder must have a charisma score equal to at least 10 + the spell level. The Difficulty Class for a saving throw against a beholder's eye ray is 10 + the spell level + the beholder's charisma modifier. The beholder can only use a certain number of eye rays of each level per day, like other casters. It's base allotment of spells is given on the table above. In addition, it receives bonus Level Base Attack Bonus Fort Ref Will The Beholder Special alertness, caste, minor rays small size levitation medium size eye stalks, 100 ft. range eye rays per round, mutation flight, central eye activates large size, mutation eye stalks Spells per Day 1 st 2 nd 3 rd 4 th 5 th 6 th 7 th 8 th 9 th mutation eye rays per round mutation eye stalks, 150 ft. range mutation death blossom eye rays per round, mutation huge size mutation improved death blossom command beholder, mutation

3 Lvl Spells per Day 1 st 2 nd 3 rd 4 th 5 th 6 th 7 th 8 th 9 th example spells-known progression spells per day if it has a high charisma score. Any spell it knows it can only cast as rays, and require a ranged touch attack in order to hit the target. Spells which allowed a reflex save for half damage no longer allow one, but spells which allowed a fortitude or will save still do. Spells which can normally effect multiple targets are instead cast as a single ray and can affect only one target. Spells which normally create multiple rays or missiles now only create a single ray. Spells known: The beholder does not learn spells like other casters, but instead it can cast spells from its eye stalks as a natural ability. Each eye stalk can know one zero level ray and one additional ray of a higher ray level. At first level, the beholder has four eye stalks, but two of them can only cast 0 level spells. At 3 rd level, one of the two inactive eye stalks activates, learning a new first level eye ray. At 4 th level, the second inactive eye stalk activates, learning a new second level spell. The beholder grows additional eye stalks as it gains levels. (see below). Natural Attacks: Eye rays are considered natural weapons rather than spells or spell like abilities. However, only one eye ray can be activated per round at 1 st level. At 6 th level, two eye rays can be activated in a round, provided they are different level rays. Three eye rays of different levels can be activated at 11 th level, and four eye rays of different levels can be activated at 16 th level. A beholder can always use a higher level pool to power a lower level eye ray. This can be used to get around the above restriction for low level; for example, a beholder could use a 1 st and 2 nd level spell slot to activate two 1 st level eye rays. The eye rays have a range of 30 feet at 1 st level, 100 feet at 5 th level, and 150 feet at 10 th level. Minor Eye Rays: Each eye stalk can be used to cast a 0-level spell as a secondary function. These eye rays work like any other eye ray, but do not consume any eye pool. Alertness: at 1 st level, beholders get Alertness as a bonus feat. Natural Armor: beholders have a natural armor bonus equal to their level. Small size: At 2 nd level, the beholder grows to small size. Dexterity is reduced by 2, but Strength and Constitution are both increased by 2. Bite damage increases to 1d4. Levitation: at 3 rd level, the beholder gains the ability to levitate up or down at a speed of 20 feet. Medium: At 4 th level, the beholder grows to medium size. Reduce dexterity by 2, but increase strength and constitution by 2. Bite damage increases to 1d6.

4 New eye stalks: At 5 th level, the beholder grows two new eye stalks, each fully formed and able to cast both a zero level spell and a spell of either first or second level. At 9 rd level, the beholder grows two more eye stalks, each fully formed and able to cast both a zero level spell and a spell of 4 th level of lower. At 13 th level, the beholder grows its final new pair of eye stalks, each fully formed and able to cast both a zero level spell and a spell of 6 th level of lower. Mutation: At 6 nd level, and every other level thereafter, the beholder can mutate one eye stalk, changing both the zero level spell and the higher level spell it stores. The beholder can even change the eye stalk to cast a higher level spell, and in fact must do so in order to get access to higher level spells. Flight: At 7 th level, the beholder gains the ability to fly, with a speed of 20 ft. and good maneuverability. Central eye: At 7 th level, the beholder's central eye activates, with a power determined by caste. Large Size: at 8 th level, the beholder grows to large size. Reduce dexterity by 2, but increase strength and constitution by 2. Bite damage increases to 1d8. Death Blossom: At 15 th level, once a day, the beholder perform a full round action and activate up to all 10 eye beams at once, as long as it has sufficient remaining spell slots. It cannot target any single enemy with more than one eye beam. Huge Size: At 17 th level, the beholder grows to huge size. Reduce dexterity by 2, but increase strength and constitution by 2. Bite damage increases to 2d8. Improved Death Blossom: At 19 th level, the death blossom no longer depletes the beholder's reserve of spell slots. Castes Death Kiss Director Eye of the Deep Eye Tyrant: This is pure beholder lineage, and has the least variance from the standard class abilities. The central eye is an anti-magic cone with a range of 150 feet. It can be used a number of rounds a day equal to the beholder's level, and acts as the Antimagic Field spell. Activating the central eye is a swift action. Gauth: This is another pure lineage, with no major variance from the standard class abilities. The gauth's central eye manifests as a stunning gaze with a range of 30 feet. Foes who fail a will save (save DC is 10 + half the beholder's level + the beholder's charisma modifier) are stunned for one round. It can be used a number of rounds a day equal to the beholder's level, and activating it counts as a swift action. Gouger Overseer Spectator Spell List 0 Level: Acid Splash, Bleed, Daze, Detect Magic, Disrupt Undead, Flare, Light, Mage Hand, Open/Close, Ray of Frost, Read Magic, Touch of Fatigue 1 st Level: Burning Hands, Cause Fear, Charm Animal, Charm Person, Chill Touch, Color Spray, Command, Doom, Grease, Identify, Inflict Light Wounds, Magic Missile, Ray of Enfeeblement, Reduce Person, Shocking Grasp, Sleep 2 nd Level: Acid Arrow, Blindness/Deafness, Chill Metal, Daze Monster, Ghoul Touch, Heat

5 Metal, Hold Animal, Hold Person, Inflict Moderate Wounds, Minor Image, Scare, Scorching Ray, See Invisibility, Shatter, Silence, Touch of Idiocy, Warp Wood 3 rd Level: Arcane Sight, Bestow Curse, Claivoyance, Deep Slumber, Dispel Magic, Dominate Animal, Fireball, Inflict Serious Wounds, Lightening Bolt, Major Image, Poison, Ray of Exhaustion, Slow, Stone Shape, Suggestion, Vampiric Touch 4 th Level: Blight, Charm Monster, Confusion, Crushing Despair, Dimensional Anchor, Enervation, Fear, Inflict Critical Wounds, Minor Creation, Rusting Grasp, Shadow Conjuration, Spell Immunity 5 th Level: Baleful Polymorph, Cone of Cold, Dominate Person, Feeblemind, Greater Command, Hold Monster, Major Creation, Prying Eyes, Slay Living, Telekinesis, Telepathic Bond, Teleport, True Seeing, Waves of Fatigue 6 th Level: Analyze Dweomer, Animate Objects, Chain Lightening, Disintegrate, Flesh to Stone, Freezing Sphere, Greater Dispel Magic, Move Earth 7 th Level: Destruction, Finger of Death, Greater Arcane Sight, Greater Shadow Conjuration, Greater Teleport, Insanity, Power Word Blind, Prismatic Spray, Spell Turning, Waves of Exhaustion 8 th Level: Greater Prying Eyes, Greater Spell Immunity, Horrid Wilting, Polar Ray, Power Word Stun, Temporal Stasis 9 th Level: Dominate Monster, Energy Drain, Implosion, Power Word Kill