D&D 3E/3.5 Beholderkin Conversions for 3.5e

gooeylouie

First Post
Since beholders and beholderkin are some of my favorite monsters, I thought some of the more obscure ones needed converting. Any beholderkin that is in a 3e or 3.5e book is not converted here. The layout of the monster stats aren't perfect, but you should have no trouble understanding them. If you have any questions or want me to add anything (like flavor-text or an explanation of what the monsters look like) just ask. The last twwo monsers here are not beholders, but mounts for beholders.

Observer
Size/Type: Large Aberration
Hit Dice: 8d8+32 (64 hp)
Initiative: +6
Speed: fly 20 ft. (4 squares)
Armor Class: 28 (+16 natural, +3 dex, -1 size), tch 12, ff 25
Base Attack/Grapple: +6/+13
Attack: bite +8 melee (1d8+4 plus blood drain) and eye rays + 8 ranged
Full Attack: 3 bites +8 melee (1d8+4 plus blood drain) and eye rays +8 ranged
Space/Reach: 10 ft./10 ft.
Special Attacks: blood drain, gaze, psionics, eye rays, improved grab
Special Qualities: darkvision 60 ft, true seeing, all-around vision
Saves: Fort +6, Ref +4, Will +8
Abilities: Str 16, Dex 16, Con 18, Int 19, Wis 15, Cha 15
Skills: concentration + 11, decipher script + 11, hide +6, knowledge arcana + 11, knowledge architecture +6, knowledge dungeoneering + 6, geography + 6, history +6, local + 6, nature + 8, nobility + 6, religion + 6, planes + 11, listen + 8, search + 14, spellcraft + 7, spot + 16, survival + 8 (+10 on other planes or following tracks)
Feats: AlertnessB, Flyby Attack, Improved Initiative, Combat Casting
Environment: Acheron, Mechanus, Outlands
Organization: solitary
Challenge Rating: 11
Treasure: double standard
Alignment: Usually lawful neutral
Advancement: 9–13 HD (Large); 14–30 HD (Huge)
Level Adjustment:
Improved grab: To use this ability, an observer must hit with its bite attack. It can then attempt to start a grapple as a free action without provoking an attack of opportunity. On a successful check, it can use it's blood drain
Blood drain: 1d3 con damage
Gaze: Each of the creature’s main eyes projects a powerhl ray of telekinetic force that can have one of three effects: First, it can simulate Bigby’s forceful hand, driving back one creature at the rate of 20 feet per round. Creatures weighing up to 500 pounds can be so affected, and creatures between 500 and 1,000 pounds cannot advance closer to the observer while its gaze remains on them. Creatures over 1,000 pounds can advance only at the speed of 10 feet per round. Second, the gaze of the main eyes can be used to strike telekinetic blows inflicting damage equal to 1d12+10 points. Third, it can automatically deflect all physical missiles fired at the creature from the 120 degree arc in front of the eye. The main eyes have a range of 100 yards.
Psionics: an observer manifests powers as a 10th level wilder with some exceptions. The observer has 230 power points per day and has access to powers whose level is normally too high for a 10th level wilder. These powers are listed under the powers known by the observer. Save DC 12 plus power level
powers known: telekinesis (as spell, but power level and power points as if telekinetic maneuver), control object, inertial barrier, control body, chameleon, psionic dominate, mindlink, attraction, aversion, detect thoughts (as spell, uses 3 power points, 2nd level power), invisibility (as spell, uses 3 power points, 2nd level power), psionic mind blank, phobia amplification (makes subject act irrationally on worst fear, uses 5 power points, 9th level power), power leech
Eye Rays: caster level 10, save DC 17, 3 rays each round as free action
dominate monster 90 ft range
evervation 90 ft range
fear 150 ft range
finger of death 90 ft ran1ge
magic missile (3 missiles) 150 ft range
freezing sphere (8d4+16 damage)
True Seeing: the powerful eyes of observers are the equivalent of a true seeing spell to a range of 100 yards, except that the monster can’t determine alignment by sight


Examiner
Size/Type: Medium Aberration
Hit Dice: 8d8+24 (48 hp)
Initiative: +5
Speed: fly 20 ft. (4 squares)
Armor Class: 20 (+9 natural, +1 dex), tch 11, ff 19
Base Attack/Grapple: +6/+7
Attack: bite +7 melee (1d6+1) and eye rays +7 ranged
Full Attack: bite +7 melee (1d6+1) and eye rays +7 ranged
Space/Reach: 5 ft./5 ft.
Special Attacks: eye rays
Special Qualities: darkvision 60 ft, spell resistance 20, use magic items, create magic items, regeneration 1, all-around vision
Saves: Fort +5, Ref +3, Will +8
Abilities: Str 12, Dex 12, Con 16, Int 19, Wis 15, Cha 15
Skills: craft (any two) + 5, decipher script + 10, hide +6, knowledge arcana + 10, knowledge architecture +6, knowledge dungeoneering + 6, geography + 6, history +6, local + 6, nature + 8, nobility + 6, religion + 6, planes + 6, listen + 8, search + 14, spellcraft + 7, spot + 16, survival + 8 (+10 following tracks), use magic device + 10
Feats: AlertnessB, Craft Wonderous Item, Craft Magic Arms and Armor, Forge Ring
Environment: cold hills
Organization: solitary, pair, or squad (3-6)
Challenge Rating: 5
Treasure: double standard
Alignment: Usually lawful neutral
Advancement: 9–13 HD (Medium); 14–30 HD (Large)
Level Adjustment:
Eye rays: 2 each round as free action, caster level 8, save DC 17
enlarge person and reduce person
identify and legend lore
transmute form (similar to a Stone Shape spell, but works on all types of nonmagical,
nonliving material)
spell turning
Use magic items: an examiner can use up to four magic items as if it were humanoid in shape, that is, they can use magic items even if they normally would not fit on the examiner's body
Create magic Items: an examiner can create magic items just as a warlock can with a use magic device check and can take a 10. Different examiners can choose different item creation feats.


Lensman
Size/Type: Medium Aberration
Hit Dice: 2d8+4 (12 hp)
Initiative: +7
Speed: 30 ft. (6 squares)
Armor Class: 22 (+9 natural, +3 dex), tch 13, ff 19
Base Attack/Grapple: +1/+1
Attack: claw+1 melee (1d8) and eye, or spear + 1 melee (1d8 x3) and eye, or spear +4 ranged (1d8 x3) and eye
Full Attack: claw -4 melee (1d8) and spear +1 (1d8 x3) and eye, or spear +4 ranged (1d8 x3) and eye
Space/Reach: 5 ft./5 ft.
Special Attacks: eye
Special Qualities: darkvision 60 ft
Saves: Fort +2, Ref +3, Will +3
Abilities: Str 10, Dex 16, Con 14, Int 6, Wis 11, Cha 11
Skills: hide + 4, listen + 3, search -1, spot + 3, survival + 1
Feats: AlertnessB, Improved Initiative
Environment: cold hills
Organization: solitary, pair, or squad (3-10)
Challenge Rating: 2
Treasure: 50% coins, 50% goods, 50% items
Alignment: Usually neutral evil
Advancement: 3 HD (Medium)
Level Adjustment:
Eye: Caster level 6, DC 15, roll 1d6 to determine eye power
1 Emotion
2 Heal
3 Dispel Magic
4 Tongues
5 Silent Image
6 Protections (any type, but only one at a time)


Watcher

Size/Type: Medium Aberration
Hit Dice: 3d8+6 (18 hp)
Initiative: + 6
Speed: fly 20 ft. (4 squares)
Armor Class: 18 (+6 natural, +2 dex), tch 12, ff 16
Base Attack/Grapple: +2/+3
Attack: tentacle + 3 melee (3d6+1) and eyes
Full Attack: tentacle + 3 melee (3d6+1) and eyes
Space/Reach: 5 ft./5 ft.
Special Attacks: eyes
Special Qualities: darkvision 60 ft, all-around vision
Saves: Fort +2, Ref +3, Will +3
Abilities: Str 12, Dex 14, Con 14, Int 3, Wis 11, Cha 11
Skills: hide + 4, listen + 3, search + 1, spot + 7, survival + 1
Feats: AlertnessB, Improved Initiative
Environment: cold hills
Organization: solitary or cluster (2-4)
Challenge Rating: 4
Treasure: none
Alignment: Usually neutral
Advancement: 4-5 HD (Medium)
Level Adjustment:
Eyes: Each of a watcher’s main eyes has two powers, and the compound eye on top may draw on three different abilities. The six eye spots have no special powers. Caster level 3rd.
True Seeing and Detect Thoughts
Major Image, Shadow Conjuration, and Shadow Evocation
Telekinesis 1,000 lb. and Teleport
Compound Eye: Message, Tongues, and Suggestion


Doomsphere
Size/Type: Large Undead (Incorporeal)
Hit Dice: 14d8 (56 hp)
Initiative: + 6
Speed: fly 20 ft. (4 squares)
Armor Class: 26 (+14 defection, +2 dex), tch 26, ff 24
Base Attack/Grapple: +7/-
Attack: eye rays +8 ranged
Full Attack: eye rays +8 ranged
Space/Reach: 10 ft./5 ft.
Special Attacks: eye rays
Special Qualities: undead traits, all-around vision
Saves: Fort +6, Ref +6, Will +13
Abilities: Str -, Dex 14, Con -, Int 1, Wis 15, Cha 15
Skills: Hide +11, Listen +4, Search +10, Spot +17
Feats: AlertnessB, Flyby Attack, Great Fortitude, Improved Initiative, Iron Will
Environment: any
Organization: solitary
Challenge Rating: 15
Treasure: none
Alignment: Always lawful evil
Advancement: 15–16 HD (Large); 17–33 HD (Huge)
Level Adjustment:
Antimagic cone 150 ft
Eye Rays, caster level 8 save DC 17
invisibility
solid fog
sleep
telekinesis (250 lbs)
confusion
disintegrate
fear
slow
cause serious wounds
finger of death


Kasharin
Same as death tyrant, but with mummy rot. All beholders and beholderkin touched automatically affected (no save). Only beholders and beholderkin are effected by the disease.


Orbus
Size/Type: Large Aberration
Hit Dice: 5d8+10 (30 hp)
Initiative: +4
Speed: fly 20 ft. (4 squares)
Armor Class: 15 (+6 natural, -1 size), tch 9, ff 15
Base Attack/Grapple: +2/+1
Attack: -
Full Attack: -
Space/Reach: 10 ft./5 ft.
Special Attacks: -
Special Qualities: darkvision 60 ft, antimagic cone 150 ft, channel magic
Saves: Fort +3, Ref +1, Will +6
Abilities: Str 8, Dex 10, Con 14, Int -, Wis 10, Cha 1
Skills: hide -2, listen + 5, spot + 5
Feats: AlertnessB, Improved Initiative, Iron Will
Environment: space
Organization: ship (1-6)
Challenge Rating: 2
Treasure: none
Alignment: Always neutral
Advancement: 6-10 HD (Large)
Level Adjustment:
Channel Magic: beholders can use orbi to channel their own magic to power spelljamming ships


Astereater
Size/Type: Large Aberration
Hit Dice: 8d8+32 (62 hp)
Initiative: +4
Speed: fly 20 ft. (4 squares)
Armor Class: 28 (+18 natural, +1 dex, -1 size), tch 10, ff 28
Base Attack/Grapple: +6/+12
Attack: bite +6 melee (2d4+3)
Full Attack: bite +6 melee (2d4+3)
Space/Reach: 10 ft./5 ft.
Special Attacks: swallow whole, improved grab
Special Qualities: darkvision 60 ft
Saves: Fort +6, Ref +3, Will +10
Abilities: Str 14 dex 12, Con 18, Int 8, Wis 15, Cha 11
Skills: hide -2, listen + 5, spot + 5, disguise +10
Feats: AlertnessB, Flyby Attack, Improved Initiative, Iron Will
Environment: space
Organization: solitary
Challenge Rating: 6
Treasure: none
Alignment: Usually lawful evil
Advancement: 6-10 HD (Large)
Level Adjustment:
Improved Grab: When an astereater hits with it's bite attack, it can then start a grapple without provoking an attack of opportunity and can attempt to swallow whole
Swallow Whole: On a successful grapple check, an astereater can swallow an opponent at least one size category smaller. Once inside, the victim takes 1d6 points of acid damage each round. A trapped creature can escape by dealing 12 points of damage to the inside of the astereater (AC 17). The asterater cannot attack if it has someone in it's stomach.


Gorbel
Size/Type: Small Aberration
Hit Dice: 2d8+4 (12 hp)
Initiative: +4
Speed: 5 ft. (1 square), fly 60 ft. (12 squares)
Armor Class: 19 (+7 natural, +1 dex, +1 size), tch 12, ff 18
Base Attack/Grapple: +1/-3
Attack: claw +1 (1d6-1)
Full Attack: claw +1 (1d6-1)
Space/Reach: 5 ft./5 ft.
Special Attacks: improved grab, explosion
Special Qualities: darkvision 60 ft, immune to blunt weapons
Saves: Fort +3, Ref +1, Will +6
Abilities: Str 8, Dex 12, Con 14, Int -, Wis 10, Cha 2
Skills: hide +5, listen +2, spot +4
Feats: AlertnessB, Improved Initiative
Environment: tropical land
Organization: herd (1-20)
Challenge Rating: 1
Treasure: none
Alignment: Always neutral
Advancement: 6-10 HD (Large)
Level Adjustment:
Improved Grab: When a gorbel hits with it's claw attack, it can start a grapple without provoking an attack of opportunity. If successful, the gorbel establishes a hold and automatically deals claw damage.
Explosion: when struck with an edged weapon, magic, or by another exploding gorbel, the gorbel explodes, dealing 1d4 points of damage to all creatures within 5 feet. This sometimes causes chain reactions of exploding gorbels.


Patroller (Beholder Mount)

Size/Type: Large Aberration
Hit Dice: 8d8+48 (72 hp)
Initiative: +2
Speed: 30 ft (6 squares)
Armor Class: 16 (+5 natural, +2 dex, -1 size), tch 11, ff 19
Base Attack/Grapple: +4/+14
Attack: claw +9 (1d4+4)
Full Attack: 2 claws +9 (1d4+4)
Space/Reach: 10 ft./10 ft.
Special Attacks: rend (2d4+9)
Special Qualities: regeneration 5
Saves: Fort +3, Ref +1, Will +6
Abilities: Str 23, Dex 14, Con 23, Int -, Wis 10, Cha 1
Skills: -
Feats: -
Environment: any
Organization: 1 plus beholder mage
Challenge Rating: 6
Treasure: none
Alignment: Always neutral
Advancement: -
Level Adjustment:


Crawler (Director Mount)

Size/Type: Large Magical Beast
Hit Dice: 4d10+11 (31 hp)
Initiative: +1
Speed: 30 ft (6 squares)
Armor Class: 17 (+7 natural, +1 dex, -1 size), tch 10, ff 15 (rolled up without rider AC 20)
Base Attack/Grapple: +4/+11
Attack: bite +6 (2d4+3 plus poison)
Full Attack: 2 bites +6 (2d4+3 plus poison)
Space/Reach: 10 ft./5 ft.
Special Attacks: poison
Special Qualities: darkvision 60 ft, low-light vision
Saves: Fort +6, Ref +5, Will +2
Abilities: Str 17, Dex 13, Con 14, Int 1, Wis 13, Cha 6
Skills: Climb +13, Hide +2, Listen +7, Spot +9
Feats: Alertness, Toughness
Environment: any
Organization: solitary or cluster (2-20)
Challenge Rating: 3
Treasure: none
Alignment: Always neutral
Advancement: 5-6 HD (Large); 7-9 HD (Huge)
Level Adjustment:
poison: Fortitude DC 13 paralysis for 1d4 rounds
 
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freyar

Extradimensional Explorer
Cool! We did some of these on the Creature Catalog, and Planewalker had some also (though they seem to be recovering from a site crash and may not have everything). And the CC database is itself down, though maybe you can find some of the conversions you want in the forum by searching.
 

gooeylouie

First Post
Thanks! I searched for a couple of obscure ones like lensman and observer on here and on planewalker and didn't see them, so hopefully people will come across this thread if they want a beholder hive in their campaign. I wonder if the beholder-city-with-hivemother-leader was ever a popular adventure for DMs to give.
 

freyar

Extradimensional Explorer
Well, the CC will eventually get around to converting them to 3.5e if they haven't been done elsewhere (since our mission is to make sure every monster has a 3.5e home!), and I'll try to remember these as a nice take on them whenever we do these.
 


Cleon

Legend
Well, the CC will eventually get around to converting them to 3.5e if they haven't been done elsewhere (since our mission is to make sure every monster has a 3.5e home!), and I'll try to remember these as a nice take on them whenever we do these.

I've got the Beholder Mounts on my to-do list, but they're pretty low on it.

We've already got a 3.0 version of the Crawler Mount on the CC, although you have to go to the Internet Archive of the Creature Crypt to see the BEHOLDER-KIN, Director (and Crawler) entry.

That still leaves the Crusher, Hopper and Patroller Mounts for the CC to convert.
 

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