A new look at the beholder

mpauna

First Post
A little over a year ago, I attended Mike Mearl’s Beholder Design seminar at GenCon. In that seminar, we discussed the existing beholder, its role, its abilities, and its place in the world of D&D. We also discussed various ways in which we could redesign the beholder to make it simpler to use in play while retaining all of the neat features which make a beholder what it is.

Now, over a year later, I was finally able to take what we had discussed, adapt it to my campaign, and actually see it up against my players. The funny coincidence is that while driving down to Indianapolis for GenCon, I was discussing this very beholder with a buddy of mine, and then here we go. Right on the main web page we have the new 4th edition beholder, with eyestalks of flame and all. This new beholder is quite similar to the one which I created and is undoubtedly built up from the many suggestions which were given during last year’s seminar, so after Monday’s session, “buzzmo” (one of my players) urged me to post this version for everyone to see (and to probably comment on).


The Situation:
The party consists of 5 characters, all 17th level. A paladin, a barbarian, a cleric, a wizard 16/cleric 1 (don’t ask :-), and a rogue 14 / acrobat 3.
The party is in a pocket dimension off of the astral plane. Due to the whims of the pocket dimension’s ruler (a greater fire titan), teleportation and flight spells do not work, fire is enhanced, and cold is diminished.
The party has received directions to a “vault” which contains an object very detrimental to fire titan (in fact, it is the frozen heart of a greater frost titan which the party had defeated earlier).


The Encounter Area:
The “vault” is very large (as befitting a titan) and, like the rest of the pocket dimension, haphazardly built. I enjoy a good encounter with lots of varying terrain, so I created a large central platform where the “heart” hangs suspended inside a fiery force field. I added in pillars and other objects to hide behind, deep crevasses to fall (or be pushed) into, walls of energy to use or avoid, and lots of pockets of rubble, destruction debris, scaffolding, and even coins.


The Goal:
The party is close to the point where they will be taking on the greater fire titan. Obviously, obtaining the frozen heart should be difficult, but not as difficult as the final battle with the titan. Therefore, I wanted an encounter around EL 18 to 20. Given the importance of heart, I also want this encounter to be memorable. Since I had lots of terrain, I wanted a monster which could potentially push opponents into the pits (remember, no flying) or the walls of energy. On the flip side, I wanted the party to take advantage of all of the terrain features (specifically the cover) which was being provided.
I have never used a beholder before, but a souped up version with an elemental twist seemed perfect, so that is what I used.


The Elemental Beholder:

Beholder CR 18
Usually LE Large Aberration
Init +4; Senses all-around vision, darkvision 60’, see invisible; Listen +5, Spot +34
Languages Beholder, common
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AC 34, touch 14, flat-footed 34 (+0 Dex, +20 natural, +5 deflection, -1 size); DR 10/-
hp 274 (22 HD)
Resist acid 10, cold 10, electricity 10, fire 10, force 10; SR 28
Fort +16, Ref +9, Will +18 (22 aberration hit dice +7/+7/+13, abilities +7/+0/+3, feats +2/+2/+2)
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Speed 5 ft. (1 square), fly 20 ft. (good)
Melee 10 eye rays +15 ranged touch (special, 19-20/*) and bite +19 (2d6+9 plus poison)
Ranged 10 eye rays +15 ranged touch (special, 19-20/*) (+16 BAB, +0 Dex, -1 size)
Space 10 ft.; Reach 5 ft.
Base Atk +16; Grp +26
Atk Options Antimagic beam, eye rays, poison
Special Actions Quick spin
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Abilities Str 22, Dex 10, Con 24, Int 19, Wis 16, Cha 15
Feats (8 feats for 22 Hit Dice)
Alertness (B) (+2 Listen and Spot)
Flyby Attack (when flying, may take a move action and any other standard action during the move)
Great Fortitude (+2 Fortitude saves)
Improved Critical (eye rays) (double critical threat range)
Improved Initiative (+4 to initiative)
Improved Toughness (+1 hp per HD)
Iron Will (+2 Will saves)
Lightning Reflexes (+2 Reflex saves)
Multi-attack (secondary natural weapons take -2 penalty)
Skills (150 ranks for 22 HD at 2+Int)
Concentration +32 (25 ranks, +7 Con)
Intimidate +27 (25 ranks, +2 Cha)
Knowledge (arcana) +29 (25 ranks, +4 Int)
Listen +5 (0 ranks, +3 Wis, +2 Alertness)
Search +33 (25 ranks, +4 Int, +4 racial)
Spellcraft +31 (25 ranks, +4 Int, +2 synergy from Knowledge (arcana))
Spot +34 (25 ranks, +3 Wis, +2 Alertness, +4 racial)
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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.
Antimagic Beam (Su): A beholder’s central eye continually produces a 150-foot beam of antimagic which can affect a single target. This functions just like antimagic field (caster level 18), suppressing any spells, spell-like abilities, and supernatural abilities affecting the target. Likewise, it prevents the target from casting any spells, activating any spell-like or supernatural abilities, or using the magical properties of a magic item.
Once each round, during its turn, a beholder may change the target of the antimagic beam. Unlike rays, the antimagic beam automatically affects the target as long as the beholder has line of effect to the target.
There is a 10% chance every round that the target of the antimagic beam suffers the effects of a greater dispel magic effect (caster level 18).
Eye Rays (Su): Each of a beholder’s ten small eyes can produce a magical ray once per round as a free action. Each eye ray deals 10d6 damage of a specific energy type (acid, cold, electricity, fire, or force). A beholder has two eye stalks for each energy type. During a single round, a beholder can aim only two eye rays at any individual target. Each eye ray has a range of 150 feet and damages any target it hits with a ranged touch attack. Instead of dealing double damage on a critical hit, a critical hit from an eye ray has a special critical effect depending upon the eye ray’s energy type:
• Acid: The target’s physical features melt away from the acid. The target takes 4 points of damage to Strength, Dexterity, and Constitution (Fortitude DC 23 negates the melting, but the target still takes the 10d6 acid damage).
• Cold: The target is slowed for 1 hour (Will DC 23 negates the slow, but the target still takes 10d6 cold damage).
• Electricity: The target is stunned for 1 round and is blinded and deafened for 1d6+6 rounds (Will DC 23 negates both the stunned effect and the blindness/deafness).
• Fire: The target takes an additional 36d6 points of fire damage. Any target reduced to 0 or fewer hit points is entirely disintegrated (as per the disintegrate spell) as the target is reduced to smoldering ashes (Fortitude DC 23 negates the extra fire damage).
• Force: The target is flung away from the beholder. The target travels up to 2d6 x 10 ft., and takes 1d6 points of damage per 10 feet traveled. (Fortitude DC 23 avoids being flung)
Note: If a target takes no damage from an eye ray because of immunities or resistance, it is unaffected by the special critical effect.
The save DCs for all special critical effects are Charisma-based.
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.
Poison (Ex): Injury, Fortitude DC 28, 1d6 Dex / paralysis (1 minute).
Quick Spin (Su): As an immediate action, a beholder may spin around, focusing the antimagic beam from its central eye upon a different target. Typically, a beholder will use a quick spin to try to catch a spellcaster in the antimagic beam just as the caster tries to cast a spell. However, a quick spin only has a 50% chance of actually interrupting a target’s action. For example, a beholder is focusing his antimagic beam upon the party’s wizard. The cleric begins to cast a destruction spell. The beholder sees the cleric and recognizes the somatic components of the spell. Desperately wanting to avoid being the target of such a spell, the beholder uses Quick Spin to refocus his antimagic beam on the cleric instead of the wizard. The beholder rolls a 17 on a d20 and manages to interrupt the cleric’s destruction spell before it was cast. If the beholder had instead rolled a 7, the cleric would have cast the destruction spell before being targeted by the antimagic beam.
See Invisibility (Su): A beholder’s vision is so good that it can even spot invisible creatures and objects.


Eye: Effect / Critical Effect {Critical Save}
Central: Antimagic beam (no attack required) / Greater Dispel Magic {None}
2 Acid: 10d6 acid / Melt (Str, Dex, Con: 4 damage) {Reflex DC 23}
2 Cold: 10d6 cold / Slow (1 hour) {Will DC 23}
2 Electricity: 10d6 electricity / Stunned (1 rnd) and blind/deaf (1d6+6 rnds) {Will DC 23}
2 Fire: 10d6 fire / Disintegrate (36d6 fire) {Fortitude DC 23}
2 Force: 10d6 force / Flung (thrown backwards 2d6x10 ft.) {Fortitude DC 23}​

Outside of Combat:
With careful concentration, a beholder can use both force eye rays to manipulate objects in a manner similar to telekinesis. In this way, a beholder can move objects weighing up to 450 pounds around.
Beholders use their acid and fire eye beams to carve out passages to create their lairs.
Some beholders learn to use their eyestalks in hypnotic patterns to charm minions, but most beholders simply use threats, intimidation, and the promise of power to get others to serve them.


The Old Beholder:
At last year’s seminar, Mike Mearl’s asked everyone to write down everything they could remember about a beholder.
While everyone remembered a heavily armored floating ball with 10 eyestalks and a central eye, and everyone remembered the cone of antimagic, and some remembered eyestalks of disintegration, charm, and telekinesis, even altogether we could not remember all 10 eyestalk abilities. I would have thought that we would know more about the monster we were trying to redesign …
Next, we talked about the beholder’s role. Some thought “big boss monster”, others though “mind controller”, and in general everyone decided that it was a “screw everybody” monster. In the end, I think that everyone seemed to agree that “screw everybody” was what was really most memorable about the beholder.

How is the beholder supposed to screw everybody?
* Antimagic cone is equally effective against clerics, sorcerers, and wizards. (No saves)
* Charm person and charm monster turn warrior types against the rest of the party (Will saves)
* Fear, inflict moderate wounds, work against warrior types (Will saves)
* Disintegrate, finger of death, flesh to stone against non-warriors (Fortitude saves)
* All-around vision prevents sneak attacks from flanking, and high spot/listen skills make the beholder difficult to surprise, effective against rogues.
* A high armor class makes it hard for non-warriors to hit the beholder.
* Flight (especially coupled with antimagic) and telekinesis (Will save) prevent melee types from getting close to the beholder.
Altogether, the beholder has something against all of your classic archetypes except the ranged attacker (in an open area, an archer can easily stay outside of the beholder’s 150’ range, as can a magic user with medium and long-ranged spells). Some of the newer classes, such as the scout, actually do much better against the beholder than the main classes.

Goals for the Revision:
* Make the beholder easy to run (mainly, simplify the eyestalk attacks)
* Retain the versatility of the beholder
* Retain the strength against melee attacks and the weakness against ranged attacks
* Create a monster which can take on an entire party and last several rounds

The Revision:
The first thing was to replace all of the beholder’s eye rays with simple energy rays. By adding a special effect on a critical hit, I was able to add in some of the special abilities which make the beholder so fearsome (such as slow and disintegrate). The special abilities charm person, charm monster, and flesh to stone do not really fit any of the energy types, but losing them really doesn’t hurt too much.

Next, I removed the cone/arc complexity. The central eyebeam now focuses on a single target instead of being a cone. The beholder might not be able to catch the entire party in an antimagic cone anymore, but it can still focus on a specific spell caster. The “Quick spin” ability allows it to effectively catch a second caster each round, but it is risky and it allows casters to ready spells once the beam focuses on a different character.

Since the warrior types will no longer be affected by antimagic, I added DR 10/- to make the beholder much more resistant to any type of physical attack. I also added in spell resistance to make up for only targeting a single caster with the antimagic beam.

Since a beholder relies so heavily on its sight, I decided that the beholder wouldn’t have a good listen skill. I also added the see invisibility ability so it could easily locate invisible spell casters to target them with the antimagic beam. I considered making it a “Pinpoint Invisible” ability instead to allow a beholder to automatically know which square contains an invisible creature but still suffer the 50% miss chance (allowing invisible rogues to sneak attack since the dexterity bonus would still be denied against the invisible rogue). However, see invisibility is much simpler.

The missing Charm Person/Monster spells makes it more difficult for beholders to acquire minions, so I made Intimidate a class skill and added full ranks.

I wanted a more physically imposing monster, so I upped the beholder’s strength and constitution, and increased the bite damage (it is a very big mouth) and added poison. Since beholders simply float there, I dropped the dexterity down as well. I also increased the natural armor, added in a deflection bonus for its magical nature, and tossed on the Improved Toughness feat for the extra hit points.

The Execution:
In order to fully surprise the party with the new beholder, I started out the encounter with an illusion of a geomancer which they had faced before (and 4 robed guards). The beholder was concealed by the same illusion and positioned adjacent to the illusory geomancer, allowing him to use his eyestalks and make them appear as if the rays were coming from the geomancer. Glowing red eyes were used for the fire eyestalks, and a smaller version of a force ballista was used for the force eyestalks.
As soon as the party saw the room, they decided to skirt around the outside and then try to get to the central platform where the geomancer (and beholder) stood. The wizard was targeted by the antimagic beam and was quite confused when he moved away, but still couldn’t activate any magic. The cleric used an area of effect spell on the illusory geomancer, catching the beholder in its effect and ending the illusion. Once they knew what they were up against, the party made the best possible use of the various items of cover to approach the beholder (which couldn’t move very fast since all flight was negated). The barbarian was hit by the melt special effect, but since he had taken a lot of energy damage, a heal spell was used to recover it all as the barbarian and cleric ducked behind a pillar for full cover. Eventually, the spell casters were targeting the beholder with area of effect spells while staying behind full cover, and the melee types were adjacent to the beholder and full attacking. The only character which couldn’t do any damage was the rogue (a second character for one player) because of the DR.

The Review:
I think that the encounter went well, and it was certainly easier to run than some other high-level encounters. The party got to use the terrain to their advantage, and everyone was able to contribute to the beholder’s downfall while still suffering either significant damage or being caught in the anti-magic shell. The exception was the rogue, who couldn’t flank for sneak attack damage to bypass the DR. It would have helped if he would have tried to bluff the beholder to deny it its dexterity bonus, but I am seriously considering just having the beholder pinpoint invisible creatures, in which case the rogue could have gone invisible and sneak attacked.

The eye ray attack bonus of +15 meant that the beholder was hitting between 75% and 60% of the time (after buffing, the party’s touch ACs were all between 21 and 24). At 10d6, each hit was averaging 35 points of damage, which definitely sent the wizard diving for cover.
 
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The save DCs for the special critical effects should be 28 instead of 22 if the ability is Constitution-based. [10 + 11(half HD) + 7 (Con Bonus)] = 28

Not to trash your encounter, just to clear up some things I think you missed:

The beholder's flight is Ex and cannot be dispelled or suppressed by magic. It would take very strong winds or reverse gravity to bring a beholder to the ground. Reverse Gravity would be very temporary.

DM note: illusions can't be used to hide things that are really there unless it is an invisibility-type spell (usually a separate glamer used for that specific purpose). A phantasm exists only in the mind(s) of the spell's subjects and can't hide anything. A figment cannot make something seem to be something else.

Now a higher level spell: Project Image (Sor/Wiz 7) allows the caster to "cast" spells out of the illusion which is shadow and partially real, but the illusion is a duplicate of the caster not some other creature.

Solution: Add a high-level illusionist captive/slave/underling to have used these abilities earlier or provide a magic item that can duplicate these spells (operated via the force eyes).
A Programmed Image (Sor/Wiz 6) could take care of the robed guards and the geomancer without Concentration.
A Greater Invisibility (Sor/Wiz 4) spell could hide the beholder in the geomancer's space and allow it to still attack.

Of course, the encounter is over and this is all moot; I just thought that you might like to know. I often find things I missed during an encounter or should have done differently (and I promise myself that next time I will do it better).

This is in no way a criticism of your DMing style or methods; just a critique of problems I saw in your short description.

Ciao
Dave
 

Thanks for your comments Dave,

You are right about the save DC being off. It should be 28 if Con based, or 23 is Cha-based (I double-checked the original beholder, and the eye rays were Cha-based). I guess that the party lucked out, as it was an off day for the beholder ;)

The flight was negated by a house-ruled planar trait for the pocket dimension. The greater fire titan that created the pocket dimension hates flight and within his realm flight is impossible, even for winged creatures such as the many fire mephits toiling away for the titan. It was an effect that the party noticed when they first entered the realm. (That far away from the center of the realm, flight wasn't possible, but it gave incredible jump bonuses. The closer to the center, the smaller the jump bonuses become.)

The actual illusion effect was "screen", an 8th-level glamer which can not only hide creatures and object (in this case, the beholder), but also create illusory images (such as the geomancer designed to always look and point at the closest non-beholder in the room).

Once again, thanks for your comments
Mark Pauna
 

Ah, I forgot about screen (actually, I thought it only applied to scrying not to actual sight; so I discarded it immediately as an option).

Planar traits, eh, well I guess that could work, too.

BTW, which eye ray crit special are you going with on this beholder: Cha-based or Con-based?

Ciao
Dave

P.S. Since the eye rays are free actions to use they should not be a part of the full attack sequence (and thus the Multiattack feat is unneeded). They could even be used with a standard action and a move.
 

No problems about "screen". I usually can't even remember the spell's name and keep having to look it up, even though I know its effects ...

I would probably stick with Cha-based DCs for the eye stalks, since the original beholder was Cha-based and since the default save DC for supernatural abilities is also Cha-based. Only the poisoned bite DC should be Con-based. (I probably made it Cha-based when I created this version many months ago, but then when I adjusted it for the party's current level I probably missed the adjustments to the DC for the extra hit dice. Hard to tell, given my scratchy notes, but I tried reconstructing it as best as I could after Buzz asked me to post it...)

The original beholder's Attack is listed as "Eye rays +9 ranged touch and bite +2 melee" so it does appear that the bite is treated as a secondary natural weapon even though the eye rays are free actions. (Eyes: +8 BAB, -1 size, +2 Dex = +9; Bite: +8 BAB, -1 size, +0 Str, -5 secondary = +2).
Actually, given that the bite is a secondary natural weapon, it should always be taking the -2 penalty on attacks (a secondary natural weapon always takes the penalty, even if it is the only attack made).

Once again, thanks for your comments.
Mark Pauna

P.S. I will make the changes to the original post to reflect our discussion.
 

Primary natural attacks: Full BAB to attacks and 1xStr mod to damage.
Only one primary natural attack: Full BAB to attacks and 1.5x Str mod to damage.
Secondary natural attacks (all): BAB-5 (-2 multiattack) and .5x Str mod to damage.
Primary natural attack used as a secondary natural attack: BAB-5 (-2 multiattack) and .5x Str mod to damage.

If the bite is secondary or is used as a secondary it should get BAB-2 to attacks and .5x Str mod to damage.

If the eyes are free actions, they can be used with the attack action, the full attack, a double move action, a move and move equivalent action, etc. IMHO full BAB should apply to all the eyes as well as the bite. And the bite gets 1.5x Str mod to damage as the beholder's only natural attack. The eyes the beholder's big guns; but they are not "natural" they are "supernatural."

Ciao
Dave
 

I appreciate you taking the time to post this ... beast.

I will have a party of seven 11th-level characters that is currently going through the RttToEE and this beholder would fit wonderfully with the theme of the campaign.

But I think a CR18 might be a bit much -- my instinct and a few simple calculations imply that an EL of 12-13 would be appropriate. So now my question:

What would you change to tone this down a bit? I'm thinking of reducing the damage from the rays, probably either 6d6 or 8d6, and reduce the crit special effects as well. I would drop the SR to 21-23 giving an 11th level caster at most a 50% chance of hitting. Other aspects (save DCs, hp, BAB, etc) would be based on a 15HD aberration, I think.

How about it? Any comments on my changes? Thanks!
 

Yes, it sounds like the elemental-flavored beholder would fit your campaign just as it fit mine. I wish you luck with it ...

Although I originally statted out the beholder at a lower CR, I tossed those notes when I revised it to an appropriate level for my gaming group. However, this is a quick attempt to revert ...

The Elemental Beholder:

Beholder CR 13
Usually LE Large Aberration
Init +4; Senses all-around vision, darkvision 60’, see invisible; Listen +5, Spot +24
Languages Beholder, common
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AC 28, touch 12, flat-footed 26 (+0 Dex, +16 natural, +3 deflection, -1 size); DR 5/-
hp 136 (12 HD)
Resist acid 10, cold 10, electricity 10, fire 10, force 10; SR 23
Fort +10, Ref +6, Will +13 (12 aberration hit dice +4/+4/+8, abilities +6/+0/+3, feats +0/+2/+2)
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Speed 5 ft. (1 square), fly 20 ft. (good)
Melee bite +8 (2d6+7 plus poison) (+9 BAB, +5 Str, -1 size, -5 secondary natural weapon)
Ranged 10 eye rays +8 ranged touch (special, 19-20/*) (+9 BAB, +0 Dex, -1 size)
Melee 10 eye rays +8 ranged touch (special, 19-20/*) and bite +8 (2d6+7 plus poison)
Space 10 ft.; Reach 5 ft.
Base Atk +9; Grp +18 (+9 BAB, +5 Str, +4 size)
Atk Options Antimagic beam, eye rays, poison
Special Actions Quick spin
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Abilities Str 21, Dex 10, Con 21, Int 19, Wis 16, Cha 15
Feats (5 feats for 12 Hit Dice)
Alertness (B) (+2 Listen and Spot)
Improved Critical (eye rays) (double critical threat range)
Improved Initiative (+4 to initiative)
Improved Toughness (+1 hp per HD)
Iron Will (+2 Will saves)
Lightning Reflexes (+2 Reflex saves)
Skills (90 ranks for 12 HD at 2+Int)
Concentration +21 (15 ranks, +6 Con)
Intimidate +17 (15 ranks, +2 Cha)
Knowledge (arcana) +19 (15 ranks, +4 Int)
Listen +5 (0 ranks, +3 Wis, +2 Alertness)
Search +23 (15 ranks, +4 Int, +4 racial)
Spellcraft +21 (15 ranks, +4 Int, +2 synergy from Knowledge (arcana))
Spot +24 (15 ranks, +3 Wis, +2 Alertness, +4 racial)
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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.
Antimagic Beam (Su): A beholder’s central eye continually produces a 150-foot beam of antimagic which can affect a single target. This functions just like antimagic field (caster level 13), suppressing any spells, spell-like abilities, and supernatural abilities affecting the target. Likewise, it prevents the target from casting any spells, activating any spell-like or supernatural abilities, or using the magical properties of a magic item.
Once each round, during its turn, a beholder may change the target of the antimagic beam. Unlike rays, the antimagic beam automatically affects the target as long as the beholder has line of effect to the target.
There is a 10% chance every round that the target of the antimagic beam suffers the effects of a greater dispel magic effect (caster level 13).
Eye Rays (Su): Each of a beholder’s ten small eyes can produce a magical ray once per round as a free action. Each eye ray deals 6d6 damage of a specific energy type (acid, cold, electricity, fire, or force). A beholder has two eye stalks for each energy type. During a single round, a beholder can aim only two eye rays at any individual target. Each eye ray has a range of 150 feet and damages any target it hits with a ranged touch attack. Instead of dealing double damage on a critical hit, a critical hit from an eye ray has a special critical effect depending upon the eye ray’s energy type:
• Acid: The target’s physical features melt away from the acid. The target takes 4 points of damage to Strength, Dexterity, and Constitution (Fortitude DC 18 negates the melting, but the target still takes the 6d6 acid damage).
• Cold: The target is slowed for 1 hour (Will DC 18 negates the slow, but the target still takes 6d6 cold damage).
• Electricity: The target is stunned for 1 round and is blinded and deafened for 1d6 rounds (Will DC 18 negates both the stunned effect and the blindness/deafness).
• Fire: On a failed save, the target takes 26d6 points of fire damage (instead of the normal 6d6 fire damage). Any target reduced to 0 or fewer hit points is entirely disintegrated (as per the disintegrate spell) as the target is reduced to smoldering ashes (Fortitude DC 18 negates the disintegration, but the target still takes the normal 6d6 fire damage).
• Force: The target is flung away from the beholder. The target travels up to 1d6 x 10 ft., and takes 1d6 points of damage per 10 feet traveled. (Reflex DC 18 avoids being flung)
Note: If a target takes no damage from an eye ray because of immunities or resistance, it is unaffected by the special critical effect.
The save DCs for all special critical effects are Constitution-based.
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.
Powerful Bite: A beholder rarely uses its bite, focusing instead on using its eye rays to bring down prey. Because of this, a beholder’s bite is always treated as a secondary natural weapon, incurring a -5 penalty on all attack rolls. However, almost all of the beholder’s strength is concentrated on its powerful jaws, allowing them to add 1-1/2 the beholder’s strength bonus to damage.
Poison (Ex): Injury, Fortitude DC 21, 1d6 Dex / paralysis (1 minute).
Quick Spin (Su): As an immediate action, a beholder may spin around, focusing the antimagic beam from its central eye upon a different target. Typically, a beholder will use a quick spin to try to catch a spellcaster in the antimagic beam just as the caster tries to cast a spell. However, a quick spin only has a 50% chance of actually interrupting a target’s action. For example, a beholder is focusing his antimagic beam upon the party’s wizard. The cleric begins to cast a destruction spell. The beholder sees the cleric and recognizes the somatic components of the spell. Desperately wanting to avoid being the target of such a spell, the beholder uses Quick Spin to refocus his antimagic beam on the cleric instead of the wizard. The beholder rolls a 17 on a d20 and manages to interrupt the cleric’s destruction spell before it was cast. If the beholder had instead rolled a 7, the cleric would have cast the destruction spell before being targeted by the antimagic beam.
See Invisibility (Su): A beholder’s vision is so good that it can even spot invisible creatures and objects.
Eye: Effect / Critical Effect {Critical Save}
Central: Antimagic beam (no attack required) / Greater Dispel Magic (CL 13) {None}
2 Acid: 6d6 acid / Melt (Str, Dex, Con: 4 damage) {Reflex DC 18}
2 Cold: 6d6 cold / Slow (1 hour) {Will DC 18}
2 Electricity: 6d6 electricity / Stun (1 rnd) and blind/deaf (1d6 rnds) {Will DC 18}
2 Fire: 6d6 fire / Disintegrate (26d6 fire) {Fortitude DC 18}
2 Force: 6d6 force / Flung (target thrown backwards 1d6x10 ft.) {Reflex DC 18}​
Outside of Combat:
With careful concentration, a beholder can use both force eye rays to manipulate objects in a manner similar to telekinesis. In this way, a beholder can move objects weighing up to 325 pounds around.
Beholders use their acid and fire eye beams to carve out passages to create their lairs.
Some beholders learn to use their eyestalks in hypnotic patterns to charm minions, but most beholders simply use threats, intimidation, and the promise of power to get others to serve them.



Changing the CR:
Base the effective caster level off of CR. I.e. CR 13 = caster level 13. The caster level would affect the antimagic field, the greater dispel magic effect, and the disintegration critical effect (dropping the additional fire damage to 26d6). The caster level also affects the weight of the objects the beholder can manipulate with its force rays outside of combat.

Spell resistance should be pegged at CR+10, giving casters a roughly even chance of penetrating.

Change the hit dice. The Improved Monster CR Increase table (MM 294) shows a +1 CR increase per 4 HD added, but I think that 2 HD per CR seem more reasonable given the other changes. So, CR 18 to CR 13 would lose 10 hit dice, bringing it down to 12 HD (the original beholder was CR 13 with 11 hit dice). Changes to the hit dice would of course affect hit points, BAB, saves, feats, and skills. (HD 12d8, BAB +9, Saves: +4/+4/+8, 5 feats, 15 skill ranks per skill). This is a nice because the 12 HD gives us both the BAB and the feat to get Improved Critical, allowing us to average close to one critical effect per round (which should give us a chance to let the beholder be more memorable than just a damage dealing machine).
For the three feats, I would drop Multi-attack (see discussion below), flyby attack (the eye rays are free actions, so it really only affects the bite), and Great Fortitude (its high Con already gives it a good fortitude save, and beholders are more known for strong will power than fortitude (their Reflex needs all the help possible)).
Indirectly, the 10 hit dice would also affect the ability scores, as the beholder would not have increases for 16 and 20 HD.
I would be inclined to drop either Str or Con (or both). In this case, I took 1 point off of each.
Indirectly, the 10 hit dice would affect the save DCs of the poison (10 + ½ HD + Con = 21) and the supernatural eye ray critical effects (10 + ½ HD + Cha = 18).

I would scale the natural armor and deflection bonuses to AC back a bit. My goal would be an AC equal to roughly CR+15 (giving a reasonably built fighter-type a reasonable chance to hit). Lets say a base natural armor of 10 + 1 per every 2 HD (12HD:+16, 14HD:+17 16HD:+18, 18HD:+19, 20HD:+20 …). The deflection bonus would be +1 for every 4 HD (12 HD: +3, 16 HD: +4, 20 HD: +5). At 12 hit dice, we would have an AC of 28, touch 12 (+0 Dex, +16 natural, +3 deflection, -1 size). This matches the desired AC of 28, and damage reduction should help further.

For DR, I would assume DR 5/- up until 20th level when it jumps to DR 10/-. I would keep the elemental resistances as is.

I would not change the poison. The 1d6 Dex initial damage is reasonable, and the continuing damage (1 minute paralysis) won’t happen until after 10 rounds, by which point the battle should be over.

With a save for no effect of 18, all of the eye ray critical special effects have less than a 50% chance of beating a good save, and less than 75% chance against a poor save (assuming reasonable ability scores and resistance bonuses for level 13 characters). I wouldn’t change the slow effect, as there isn’t much difference between a minute duration and an hour duration (it is a minor penalty easily countered by haste). 4 points to each physical ability score may hurt, but it would take more than 2 successful special criticals to take down an average character. The disintegration effect drops to 26d6 (2d6 per caster level, average 91 hit points) plus the original eye damage. I would probably change it to 26d6 on a failed save, or the original eye ray damage on a successful save, but still that will kill a lot of non-frontline characters with a single hit. I would probably cut the distance for the force beam back to 1d6x10 feet (same as the throw distance for the snatch feet), and not bump it up until 20 HD. (I also changed the force beam save to a Reflex save instead of a Fortitude save, as it seems more logical and helps gives a little back to the sneaky and light-fighter types.) I would probably also remove the extra 6 rounds of being blinded/deafened until higher levels as well.

Finally, normal eye ray damage. We do not want two hits to kill a single standard character in a single round, and we can’t really rely upon energy resistance to help. With a +8 ranged touch attack, a ray will have between a 75% to 50% chance of connecting against a normal character (given Dex and deflection bonuses). A weak wizard might have as little as 32 hit points, but 50 to 60 is more typical.
A warlock’s eldritch blast would be 6d6 at this level, while a scorching ray would be 3 4d6 rays (our beholder can only focus two rays on any one target). Two 4d6 hits averages out to 28 hit points, while two 6d6 hits averages out to 42 hit points. I would go for 6d6 at CR 13, giving us roughly 6d6 + 1d6 for every 3 hit dice over 10.

As previously mentioned, it seems a little odd that the original MM treated the bite as a secondary natural weapon even though it is the only physical weapon used, and that the eye rays are free actions and thus shouldn't necessarily affect the bite. I could really go either way on this, but I did make it more explicit with the "Powerful Bite" trait. If I wanted to stray further from the original beholder, I would probably make it a primary weapon just to make the bite a bit more fearsome :-)


Summing it up:
My changes and your changes seem close enough (drop the CR, HD between 12 and 15, reduced ray damage), so I think that they seem reasonably for a CR 13 monster. I haven't actually tried to pull out any appropriately level character to run it against, but would definitely be interested in hearing how it works for your group.

One thing which I would definitely recommend is that you give your players knowledge checks as soon as they see it, just so their expectations aren't based off of those in the MM. Even if they don't recognize it for the differences, I would point out that the fangs drip with what appears to be a poison and that the eyestalks have 5 differently colored eyes.
When I ran the beholder, I actually pulled out 11 20-sided dice. One big die for the central eye (just for checking to see if the greater dispel magic triggered), 2 red dice for the fire eyes, 2 white/clear dice for the cold eyes, 2 blue dice for the electric eyes, 2 black dice for the acid eyes, and 2 orange dice for the force eyes. I also had two differently colored sets of 10d6 for eye ray damage. It was very easy to go from target to target, pull out 2 20-sided dice at random (until it learned which characters were resistant to which energy types) and rolled. Determining energy type was easy given the die colors, and I didn't risk using any energy type more than was allowed since I set the 20-sided dice aside until the beholders next turn. As the fighters closed in, I started to use the force rays on them more than on the others, and when characters started ducking behind full cover, a pair of acid and force eye beams at the ceiling could rain down debris (6d6 damage, reflex DC 16 to avoid).

Once again, have fun with it and let us know how it went.

Mark Pauna
 
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Wow, that was a very complete reply. Thank you! Now I'll print this out and digest it over the next hour or two. :)

I'm planning to find some way that my beholder will have higher ground, perhaps over the railing of a balcony or something similar. And it will definitely use different eye rays on different creatures until it knows which work best. The point about causing a cave-in is a good one and should work well with my expected environment.

In terms of keeping track of things, multiple dice of different colors is great. I will be using DM Genie in-game, so my plan is to create 10 different "attack" sequences and use them separately.

Here's a question (for you and anyone else who wants to chime in): The eye rays of the beholder, this one or the standard one, are supposed to be free actions. Can the beholder then use one eye ray on each of my seven party members as a free action, then ready an action to use the other three rays and the anti-magic ray for any party member who initiates an attack?

Obviously, the beholder can ready an action to attack. However, readying a free action is a standard action (yeah, there's a rule that says that). So maybe the readied action should just be to attack anyone who attacks the beholder and allow the remaining eye rays to be true free actions that can be taken at the same time?
 

Interesting idea... I don't immediately see any issues with readying free actions for the eye rays. In fact it sounds like a good way of nailing a caster while casting in order to interrupt a spell.

The original beholder is limited to three rays in any one 90-degree arc (up, forward, backward, left, right, or down). Depending upon where the targets were before, and where they attack from, you might or might not get a chance to use all (or even any) of the rays. Since the antimagic cone can only be activated or deactivated once during each round, you could definitely only retarget it once per round, and since it talks about occuring during the beholders turn, it would depend upon if you consider the readies action to be a part of the beholder's turn or not. Also, aiming the antimagic cone isn't listed as a free action, so it would probably be a standard action like any other supernatural ability.

For my revised beholder, you can only target an individual with 2 rays during any given turn, so if you hit everyone once you could only hit them again a second time during the readies action. I actually added the "quick spin" ability to allow the beholder a chance to react to attacks or spell casters once per round. Instead of specifying a specific trigger, the quick spin allows the beholder to determine the threat level of any particular attack/opponent, and then decide to use the antimagic cone or not.

Hopefully someone else has some comments ...

Mark Pauna
 

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