Beholders are floating eyeballs with a fleshy coating surrounding the rear hemisphere of their main eye. They have varying numbers of eye stalks protruding near the front edge of the fleshy section. Beholders have a variety of magic-like offensive and defensive powers which are produced from their various eyes; each eye can produce one effect.

Beholders reproduce through budding. One beholder starts growing one of its eye-stalks until it reaches the size necessary to survive independently (in the process it grows the necessary new organs). Once the stalk is almost ready to detach, the original beholder performs a mating ritual with one to five other beholders in which each of the additional beholders transfers an eye stalk and genetic material to the newly formed beholder.


In prehistoric times, there were very few true dragons in the world and each of them had massive expanses of territory. One particular dragon was very clever and also very lazy. He decided that having to patrol all of his own lands was just too much bother. In order to avoid this chore, he set about to design a slave race that would be able to zip around observing and report back to him. Being very full of himself, he decided not to bother making his servants follow natural laws. The result was the first beholders.

For a hundred years the beholders faithfully scouted their master’s territory, reporting back what they found so that he might intervene. As time went on, he grafted new powers onto his creations and increased their intelligence so that they could handle more and more difficult situations without his having to be bothered. The early humans in his territory began to call the beholders “Eyes of God.”

After this had been going on for some time, the offspring of a mated dragon pair in a neighboring region came of age. Their parents, not wanting to share or subdivide their own territory, sent them forth to find new lands to rule. In short order, they came into the land run by the beholders. The beholders that encountered these young dragons were no match for them, and so they returned to their master so that he might intercede. However, during that last hundred years he had grown corpulent and weak (for a dragon). When the young dragons found his lair, they tore him to shreds and divided his lands and his slaves amongst themselves.

The beholders’ new lords, having taken the lesson of their “benefactor” to heart, chose not to use the beholders for themselves. Instead, they traded their new slaves to more established dragons in the hopes of softening them up for future conquest. Their plan didn’t work, but they did proliferate beholder kind throughout dragon society. The beholders chaffed under most of their new masters. Only a very few dragons were lazy enough to give their beholders the same sort of free reign that they had grown used to. Still, they served loyally because they were so much weaker than the dragons.

Shortly before the dragons went into their great sleep, all of the slave races, including the beholders, were slaughtered.

After the dragons woke up, a few of them decided to recreate the beholders to use as servants. When they did, the recreated beholders found that they had a racial memory of the great slaughter of their race and the other slave races. They feigned obedience briefly, then fled their creators in order to plot revenge. Eventually they came upon a risky and dangerous plan to overcome their creators. They would combine their strengths with the strengths of the only sentient creatures not created by dragon-kind, the humans.

The plan was easier said than done and not all of the beholders were willing to go along with it. Many of them still looked down on the humans, remembering a time when they were still just sheep to be herded through the lands of their masters. Others scorned the humans because of their scorching of the entire planet. As a result, all of their arrangements with humans contained within them the seeds of failure. The beholders would broker deals that left the humans they “helped” even weaker than they were before out of spite. Today, they still lurk in the shadows, watching and plotting.


Beholder communities tend to be small and oligarchical. The oldest beholders, the ones that can no longer move about easily under their own power, stay secluded in a central place while their younger brethren take care of business.

They are a very bitter people. They resent any race that were never slaves and any race that allows themselves to remain slaves. Young beholders will often kill horses or mules that they come across because they allow themselves to be servants.

Known Varieties:

“The Dogs” are the variety of beholder most often seen by those who do not have regular dealings. They are range in size from six to twelve inches in diameter and have no eye stalks. The tentacles on a “dog” are vestigial and can’t be used to manipulate objects. Their mouths are very small and incapable of forming proper speech; when they are not being sustained magically, they have to be fed pureed food. They aren’t very intelligent, having been bred for subservience and almost entirely lack volition. Most varieties can fire some sort of laser-like beam from their eye, although some have been bred with different forms of eye attack.

Scouts or “Gods’ Eyes” are occasionally seen by outsiders, but usually only as a speck in the distance. Although they are typically physically smaller than “dogs” and lack supplemental eye stalks they are still fully fledged members of beholder society. They are capable of seeing great distances, across a very wide band of the EM spectrum, through objects, ethereal beings, sound waves, and (some claim) the past. Not every scout has every form of enhanced vision, but most have at least two or three. The other key feature of a scout is their ability to share what they see with others over long distances.

“True Beholders” are seldom seen outside of a hive. Those that have been seen were a few feet in diameter with up to a dozen eye stalks. No one living claims to have tried to fight one.

“Mule Beholders” are reviled by Beholder society. Often “True Beholders” are born with genetic defects due to the inbreeding of limited stock. One such defect causes them to grow much larger than normal without developing mentally. Those that survive are always unable to control their destructive powers, so their central eyes are carefully burned out in an elaborate ritual. The end result is a huge yet docile beholder good as little more than a pack animal.


Wasted Potential munchor