The aarakocra are a race of intelligent bird-men that live on the peaks of the highest mountains, spending their days soaring on the thermal winds in peace and solitude. Aarakocra are about 5 feet tall and have a wing span of 20 feet. About halfway along the edge of each wing is a hand with three human-sized fingers and an opposable thumb. An elongated fourth finger extends the length of the wing and locks in place for flying. Though the wing-hands cannot grasp during flight, they are nearly as useful as human hands when an aarakocra is on the ground and its wings are folded back. The wing muscles anchor in a bony chest plate that provides the aarakocra with extra protection. The powerful legs end in four sharp talons that can unlock and fold back to reveal another pair of functional hands, also with three human-sized fingers and an opposable thumb. The hand bones, like the rest of an aarakocra's skeleton, are hollow and fragile. Aarakocra faces resemble crosses between parrots and eagles. They have gray-black beaks, and black eyes set frontally in their heads that provide keen binocular vision. Plumage color varies from tribe to tribe, but generally males are red, orange, and yellow while females are brown and gray. Aarakocra speak their own language, the language of giant eagles, and, on occasion, the common tongue (10% chance).

Combat: In aerial combat, an aarakocra fights with either talons or the heavy fletched javelins that he clutches in his lower hands. An aarakocra typically carries a half dozen javelins strapped to his chest in individual sheaths. The javelins, which can be used for throwing or stabbing, inflict 2d4 points of damage. Owing to the aarakocra's remarkable skill at throwing javelins in the air, it incurs none of the attack penalties for aerial missile fire. An aarakocra will always save its last javelin for stabbing purposes rather than throwing it. Its favorite attack is to dive at a victim while clutching a javelin in each hand, then pull out of the dive just as it reaches its target, and strike with a blood-curdling shriek. This attack gains a +4 bonus to the attack roll and causes double damage, but an aarakocra must dive at least 200 feet to execute it properly. An aarakocra is reluctant to engage in grappling or ground combat, since its fragile bones are easily broken. Though rarely used except when cornered, an aarakocra's sharp beak can bite for 1-3 points of damage.

Habitat/Society: Aarakocra live in small tribes of about 11-30 (1d20+10) members. Each tribe has a hunting territory of about 10,000 square miles with colorful banners and pennants marking the boundaries. Each tribe lives in a communal nest made of woven vines with a soft lining of dried grass. The eldest male serves as the tribe's leader. In tribes of more than 20 members, the second oldest male serves as the shaman, leading simple religious ceremonies involving the whistling of melodic hymns at sunset on the first day of a new month. Males spend most of their waking hours hunting for food and occasionally for treasure, such as gems and other shiny objects. Females spend eight months of the year incubating their eggs, passing the time by fabricating javelins and other tools from wood and stone. While resting on their backs, aarakocra females can use all four hands at the same time to weave boundary pennants, javelins sheaths, and other useful objects from vines and feathers. Five aarakocra, including a shaman, can summon an air elemental by chanting and performing an intricate aerial dance for three melee rounds. The summoned air elemental will comply with the aarakocras' request for a favor, though it will not endanger its life on their behalf. Aarakocra are extremely claustrophobic and will not willingly enter a cave, building, or other enclosed area.

Ecology: Aarakocra have little to do with other species, including neighboring aarakocra tribes, and leave their home territory only in extreme circumstances. They rarely encounter humans except for an occasional foray into a rural community to snatch a stray farm animal; this is not an intentionally malicious act, as aarakocra are unable to distinguish between domestic and wild animals. A human venturing into aarakocra territory may be able to convince one to serve as a guide or a scout in exchange for a shiny jewel or coin.

The aboleth is a loathsome amphibious creature that lives in subterranean caves and lakes. It despises most land-dwelling creatures and seeks to enslave intelligent surface beings. It is as cruel as it is intelligent. An aboleth resembles a plump fish, 20 feet in length from its bulbous head to its fluke-like tail. Its body is blue-green with gray splotches, and its pink-tan underbelly conceals a toothless, rubbery mouth. Three slit-like eyes, purple-red in color and protected by bony ridges, are set one atop the other in the front of its head. Four pulsating blue-black orifices line the bottom of its body and secrete gray slime that smells like rancid grease. Four leathery tentacles, each 10 feet in length, grow from its head. An aboleth uses its tail to propel itself through the water and its tentacles to drag itself along dry land.

Combat: The aboleth attacks with its tentacles for 1d6 points of damage each. If a victim struck by a tentacle fails a saving throw vs. spell, the victim's skin transforms into a clear, slimy membrane in 1d4+1 rounds. If this occurs, the victim must keep the membrane damp with cool water or suffer 1d12 points of damage each turn. Cure disease cast upon the victim before the membrane completely forms stops the transformation. Otherwise, cure serious wounds will cause the membrane to revert to normal skin. Because its sluggish movement makes attacks difficult, the aboleth attempts to lure victims close by creating realistic illusions at will, complete with audible, olfactory, and other sensory components. The aboleth can attempt to enslave creatures within 30 feet; it can make three attempts per day, one creature per attempt. If the victim fails a saving throw vs. spell, he follows all of the aboleth's telepathic commands, although the victim will not fight on the aboleth's behalf. The enslavement can be negated by remove curse, dispel magic, the death of the enslaving aboleth, or, if the victim is separated from the aboleth by more than a mile, a new saving throw (one attempt per day.) When underwater, an aboleth surrounds itself with a mucous cloud 1 foot thick. A victim in contact with the cloud and inhaling the mucus must roll a successful saving throw vs. poison or lose the ability to breathe air. The victim is then able to breathe water, as if having consumed a potion of water breathing, for 1-3 hours. This ability may be renewed by additional contact with the mucous cloud. An affected victim attempting to breathe air will suffocate in 2d6 rounds. Wine or soap dissolves the mucus.

Habitat/Society: An aboleth brood consists of a parent and one to three offspring. Though the offspring are as large and as strong as the parent, they defer to the parent in all matters and obey it implicitly. Aboleth have both male and female sexual organs. A mature aboleth reproduces once every five years by concealing itself in a cavern or other remote area, then laying a single egg and covering it in slime. The parent aboleth guards the egg while the embryo grows and develops, a process that takes about five years. A newborn aboleth takes about 10 years to mature. The aboleth spends most of its time searching for slaves, preferably human ones. It is rumored that the aboleth use their slaves to construct huge underwater cities, though none have ever been found. The aboleth are rumored to know ancient, horrible secrets that predate the existence of man, but these rumors are also unsubstantiated. There is no doubt that aboleth retain a staggering amount of knowledge. An offspring acquires all of its parent's knowledge at birth, and a mature aboleth acquires the knowledge of any intelligent being it consumes. An aboleth's treasure consists of items taken from its slaves. The items are buried in caverns under a layer of slime resembling gray mud, recognizable by the distinctive rancid grease odor.

Ecology: The omnivorous aboleth will eat any organic matter, usually algae and micro-organisms, but they are also fond of intelligent prey so they can absorb nutrients and information at the same time. Aboleth have no natural enemies, as even the mightiest marine creatures give them a wide berth. Aboleth slime is sometimes used as a component for potions of water breathing.

The aboleth is a loathsome amphibious creature that lives in subterranean caves and lakes. It despises most land-dwelling creatures and seeks to enslave intelligent surface beings. It is as cruel as it is intelligent. An aboleth resembles a plump fish, 20 feet in length from its bulbous head to its fluke-like tail. Its body is blue-green with gray splotches, and its pink-tan underbelly conceals a toothless, rubbery mouth. Three slit-like eyes, purple-red in color and protected by bony ridges, are set one atop the other in the front of its head. Four pulsating blue-black orifices line the bottom of its body and secrete gray slime that smells like rancid grease. Four leathery tentacles, each 10 feet in length, grow from its head. An aboleth uses its tail to propel itself through the water and its tentacles to drag itself along dry land.

Combat: The aboleth attacks with its tentacles for 1d6 points of damage each. If a victim struck by a tentacle fails a saving throw vs. spell, the victim's skin transforms into a clear, slimy membrane in 1d4+1 rounds. If this occurs, the victim must keep the membrane damp with cool water or suffer 1d12 points of damage each turn. Cure disease cast upon the victim before the membrane completely forms stops the transformation. Otherwise, cure serious wounds will cause the membrane to revert to normal skin. Because its sluggish movement makes attacks difficult, the aboleth attempts to lure victims close by creating realistic illusions at will, complete with audible, olfactory, and other sensory components. The aboleth can attempt to enslave creatures within 30 feet; it can make three attempts per day, one creature per attempt. If the victim fails a saving throw vs. spell, he follows all of the aboleth's telepathic commands, although the victim will not fight on the aboleth's behalf. The enslavement can be negated by remove curse, dispel magic, the death of the enslaving aboleth, or, if the victim is separated from the aboleth by more than a mile, a new saving throw (one attempt per day.) When underwater, an aboleth surrounds itself with a mucous cloud 1 foot thick. A victim in contact with the cloud and inhaling the mucus must roll a successful saving throw vs. poison or lose the ability to breathe air. The victim is then able to breathe water, as if having consumed a potion of water breathing, for 1-3 hours. This ability may be renewed by additional contact with the mucous cloud. An affected victim attempting to breathe air will suffocate in 2d6 rounds. Wine or soap dissolves the mucus.

Habitat/Society: An aboleth brood consists of a parent and one to three offspring. Though the offspring are as large and as strong as the parent, they defer to the parent in all matters and obey it implicitly. Aboleth have both male and female sexual organs. A mature aboleth reproduces once every five years by concealing itself in a cavern or other remote area, then laying a single egg and covering it in slime. The parent aboleth guards the egg while the embryo grows and develops, a process that takes about five years. A newborn aboleth takes about 10 years to mature. The aboleth spends most of its time searching for slaves, preferably human ones. It is rumored that the aboleth use their slaves to construct huge underwater cities, though none have ever been found. The aboleth are rumored to know ancient, horrible secrets that predate the existence of man, but these rumors are also unsubstantiated. There is no doubt that aboleth retain a staggering amount of knowledge. An offspring acquires all of its parent's knowledge at birth, and a mature aboleth acquires the knowledge of any intelligent being it consumes. An aboleth's treasure consists of items taken from its slaves. The items are buried in caverns under a layer of slime resembling gray mud, recognizable by the distinctive rancid grease odor.

Ecology: The omnivorous aboleth will eat any organic matter, usually algae and micro-organisms, but they are also fond of intelligent prey so they can absorb nutrients and information at the same time. Aboleth have no natural enemies, as even the mightiest marine creatures give them a wide berth. Aboleth slime is sometimes used as a component for potions of water breathing.

The aboleth is a loathsome amphibious creature that lives in subterranean caves and lakes. It despises most land-dwelling creatures and seeks to enslave intelligent surface beings. It is as cruel as it is intelligent. An aboleth resembles a plump fish, 20 feet in length from its bulbous head to its fluke-like tail. Its body is blue-green with gray splotches, and its pink-tan underbelly conceals a toothless, rubbery mouth. Three slit-like eyes, purple-red in color and protected by bony ridges, are set one atop the other in the front of its head. Four pulsating blue-black orifices line the bottom of its body and secrete gray slime that smells like rancid grease. Four leathery tentacles, each 10 feet in length, grow from its head. An aboleth uses its tail to propel itself through the water and its tentacles to drag itself along dry land.

Combat: The aboleth attacks with its tentacles for 1d6 points of damage each. If a victim struck by a tentacle fails a saving throw vs. spell, the victim's skin transforms into a clear, slimy membrane in 1d4+1 rounds. If this occurs, the victim must keep the membrane damp with cool water or suffer 1d12 points of damage each turn. Cure disease cast upon the victim before the membrane completely forms stops the transformation. Otherwise, cure serious wounds will cause the membrane to revert to normal skin. Because its sluggish movement makes attacks difficult, the aboleth attempts to lure victims close by creating realistic illusions at will, complete with audible, olfactory, and other sensory components. The aboleth can attempt to enslave creatures within 30 feet; it can make three attempts per day, one creature per attempt. If the victim fails a saving throw vs. spell, he follows all of the aboleth's telepathic commands, although the victim will not fight on the aboleth's behalf. The enslavement can be negated by remove curse, dispel magic, the death of the enslaving aboleth, or, if the victim is separated from the aboleth by more than a mile, a new saving throw (one attempt per day.) When underwater, an aboleth surrounds itself with a mucous cloud 1 foot thick. A victim in contact with the cloud and inhaling the mucus must roll a successful saving throw vs. poison or lose the ability to breathe air. The victim is then able to breathe water, as if having consumed a potion of water breathing, for 1-3 hours. This ability may be renewed by additional contact with the mucous cloud. An affected victim attempting to breathe air will suffocate in 2d6 rounds. Wine or soap dissolves the mucus.

Habitat/Society: An aboleth brood consists of a parent and one to three offspring. Though the offspring are as large and as strong as the parent, they defer to the parent in all matters and obey it implicitly. Aboleth have both male and female sexual organs. A mature aboleth reproduces once every five years by concealing itself in a cavern or other remote area, then laying a single egg and covering it in slime. The parent aboleth guards the egg while the embryo grows and develops, a process that takes about five years. A newborn aboleth takes about 10 years to mature. The aboleth spends most of its time searching for slaves, preferably human ones. It is rumored that the aboleth use their slaves to construct huge underwater cities, though none have ever been found. The aboleth are rumored to know ancient, horrible secrets that predate the existence of man, but these rumors are also unsubstantiated. There is no doubt that aboleth retain a staggering amount of knowledge. An offspring acquires all of its parent's knowledge at birth, and a mature aboleth acquires the knowledge of any intelligent being it consumes. An aboleth's treasure consists of items taken from its slaves. The items are buried in caverns under a layer of slime resembling gray mud, recognizable by the distinctive rancid grease odor.

Ecology: The omnivorous aboleth will eat any organic matter, usually algae and micro-organisms, but they are also fond of intelligent prey so they can absorb nutrients and information at the same time. Aboleth have no natural enemies, as even the mightiest marine creatures give them a wide berth. Aboleth slime is sometimes used as a component for potions of water breathing.

The aboleth is a loathsome amphibious creature that lives in subterranean caves and lakes. It despises most land-dwelling creatures and seeks to enslave intelligent surface beings. It is as cruel as it is intelligent. An aboleth resembles a plump fish, 20 feet in length from its bulbous head to its fluke-like tail. Its body is blue-green with gray splotches, and its pink-tan underbelly conceals a toothless, rubbery mouth. Three slit-like eyes, purple-red in color and protected by bony ridges, are set one atop the other in the front of its head. Four pulsating blue-black orifices line the bottom of its body and secrete gray slime that smells like rancid grease. Four leathery tentacles, each 10 feet in length, grow from its head. An aboleth uses its tail to propel itself through the water and its tentacles to drag itself along dry land.

Combat: The aboleth attacks with its tentacles for 1d6 points of damage each. If a victim struck by a tentacle fails a saving throw vs. spell, the victim's skin transforms into a clear, slimy membrane in 1d4+1 rounds. If this occurs, the victim must keep the membrane damp with cool water or suffer 1d12 points of damage each turn. Cure disease cast upon the victim before the membrane completely forms stops the transformation. Otherwise, cure serious wounds will cause the membrane to revert to normal skin. Because its sluggish movement makes attacks difficult, the aboleth attempts to lure victims close by creating realistic illusions at will, complete with audible, olfactory, and other sensory components. The aboleth can attempt to enslave creatures within 30 feet; it can make three attempts per day, one creature per attempt. If the victim fails a saving throw vs. spell, he follows all of the aboleth's telepathic commands, although the victim will not fight on the aboleth's behalf. The enslavement can be negated by remove curse, dispel magic, the death of the enslaving aboleth, or, if the victim is separated from the aboleth by more than a mile, a new saving throw (one attempt per day.) When underwater, an aboleth surrounds itself with a mucous cloud 1 foot thick. A victim in contact with the cloud and inhaling the mucus must roll a successful saving throw vs. poison or lose the ability to breathe air. The victim is then able to breathe water, as if having consumed a potion of water breathing, for 1-3 hours. This ability may be renewed by additional contact with the mucous cloud. An affected victim attempting to breathe air will suffocate in 2d6 rounds. Wine or soap dissolves the mucus.

Habitat/Society: An aboleth brood consists of a parent and one to three offspring. Though the offspring are as large and as strong as the parent, they defer to the parent in all matters and obey it implicitly. Aboleth have both male and female sexual organs. A mature aboleth reproduces once every five years by concealing itself in a cavern or other remote area, then laying a single egg and covering it in slime. The parent aboleth guards the egg while the embryo grows and develops, a process that takes about five years. A newborn aboleth takes about 10 years to mature. The aboleth spends most of its time searching for slaves, preferably human ones. It is rumored that the aboleth use their slaves to construct huge underwater cities, though none have ever been found. The aboleth are rumored to know ancient, horrible secrets that predate the existence of man, but these rumors are also unsubstantiated. There is no doubt that aboleth retain a staggering amount of knowledge. An offspring acquires all of its parent's knowledge at birth, and a mature aboleth acquires the knowledge of any intelligent being it consumes. An aboleth's treasure consists of items taken from its slaves. The items are buried in caverns under a layer of slime resembling gray mud, recognizable by the distinctive rancid grease odor.

Ecology: The omnivorous aboleth will eat any organic matter, usually algae and micro-organisms, but they are also fond of intelligent prey so they can absorb nutrients and information at the same time. Aboleth have no natural enemies, as even the mightiest marine creatures give them a wide berth. Aboleth slime is sometimes used as a component for potions of water breathing.

The aboleth is a loathsome amphibious creature that lives in subterranean caves and lakes. It despises most land-dwelling creatures and seeks to enslave intelligent surface beings. It is as cruel as it is intelligent. An aboleth resembles a plump fish, 20 feet in length from its bulbous head to its fluke-like tail. Its body is blue-green with gray splotches, and its pink-tan underbelly conceals a toothless, rubbery mouth. Three slit-like eyes, purple-red in color and protected by bony ridges, are set one atop the other in the front of its head. Four pulsating blue-black orifices line the bottom of its body and secrete gray slime that smells like rancid grease. Four leathery tentacles, each 10 feet in length, grow from its head. An aboleth uses its tail to propel itself through the water and its tentacles to drag itself along dry land.

Combat: The aboleth attacks with its tentacles for 1d6 points of damage each. If a victim struck by a tentacle fails a saving throw vs. spell, the victim's skin transforms into a clear, slimy membrane in 1d4+1 rounds. If this occurs, the victim must keep the membrane damp with cool water or suffer 1d12 points of damage each turn. Cure disease cast upon the victim before the membrane completely forms stops the transformation. Otherwise, cure serious wounds will cause the membrane to revert to normal skin. Because its sluggish movement makes attacks difficult, the aboleth attempts to lure victims close by creating realistic illusions at will, complete with audible, olfactory, and other sensory components. The aboleth can attempt to enslave creatures within 30 feet; it can make three attempts per day, one creature per attempt. If the victim fails a saving throw vs. spell, he follows all of the aboleth's telepathic commands, although the victim will not fight on the aboleth's behalf. The enslavement can be negated by remove curse, dispel magic, the death of the enslaving aboleth, or, if the victim is separated from the aboleth by more than a mile, a new saving throw (one attempt per day.) When underwater, an aboleth surrounds itself with a mucous cloud 1 foot thick. A victim in contact with the cloud and inhaling the mucus must roll a successful saving throw vs. poison or lose the ability to breathe air. The victim is then able to breathe water, as if having consumed a potion of water breathing, for 1-3 hours. This ability may be renewed by additional contact with the mucous cloud. An affected victim attempting to breathe air will suffocate in 2d6 rounds. Wine or soap dissolves the mucus.

Habitat/Society: An aboleth brood consists of a parent and one to three offspring. Though the offspring are as large and as strong as the parent, they defer to the parent in all matters and obey it implicitly. Aboleth have both male and female sexual organs. A mature aboleth reproduces once every five years by concealing itself in a cavern or other remote area, then laying a single egg and covering it in slime. The parent aboleth guards the egg while the embryo grows and develops, a process that takes about five years. A newborn aboleth takes about 10 years to mature. The aboleth spends most of its time searching for slaves, preferably human ones. It is rumored that the aboleth use their slaves to construct huge underwater cities, though none have ever been found. The aboleth are rumored to know ancient, horrible secrets that predate the existence of man, but these rumors are also unsubstantiated. There is no doubt that aboleth retain a staggering amount of knowledge. An offspring acquires all of its parent's knowledge at birth, and a mature aboleth acquires the knowledge of any intelligent being it consumes. An aboleth's treasure consists of items taken from its slaves. The items are buried in caverns under a layer of slime resembling gray mud, recognizable by the distinctive rancid grease odor.

Ecology: The omnivorous aboleth will eat any organic matter, usually algae and micro-organisms, but they are also fond of intelligent prey so they can absorb nutrients and information at the same time. Aboleth have no natural enemies, as even the mightiest marine creatures give them a wide berth. Aboleth slime is sometimes used as a component for potions of water breathing.

The aboleth is a loathsome amphibious creature that lives in subterranean caves and lakes. It despises most land-dwelling creatures and seeks to enslave intelligent surface beings. It is as cruel as it is intelligent. An aboleth resembles a plump fish, 20 feet in length from its bulbous head to its fluke-like tail. Its body is blue-green with gray splotches, and its pink-tan underbelly conceals a toothless, rubbery mouth. Three slit-like eyes, purple-red in color and protected by bony ridges, are set one atop the other in the front of its head. Four pulsating blue-black orifices line the bottom of its body and secrete gray slime that smells like rancid grease. Four leathery tentacles, each 10 feet in length, grow from its head. An aboleth uses its tail to propel itself through the water and its tentacles to drag itself along dry land.

Combat: The aboleth attacks with its tentacles for 1d6 points of damage each. If a victim struck by a tentacle fails a saving throw vs. spell, the victim's skin transforms into a clear, slimy membrane in 1d4+1 rounds. If this occurs, the victim must keep the membrane damp with cool water or suffer 1d12 points of damage each turn. Cure disease cast upon the victim before the membrane completely forms stops the transformation. Otherwise, cure serious wounds will cause the membrane to revert to normal skin. Because its sluggish movement makes attacks difficult, the aboleth attempts to lure victims close by creating realistic illusions at will, complete with audible, olfactory, and other sensory components. The aboleth can attempt to enslave creatures within 30 feet; it can make three attempts per day, one creature per attempt. If the victim fails a saving throw vs. spell, he follows all of the aboleth's telepathic commands, although the victim will not fight on the aboleth's behalf. The enslavement can be negated by remove curse, dispel magic, the death of the enslaving aboleth, or, if the victim is separated from the aboleth by more than a mile, a new saving throw (one attempt per day.) When underwater, an aboleth surrounds itself with a mucous cloud 1 foot thick. A victim in contact with the cloud and inhaling the mucus must roll a successful saving throw vs. poison or lose the ability to breathe air. The victim is then able to breathe water, as if having consumed a potion of water breathing, for 1-3 hours. This ability may be renewed by additional contact with the mucous cloud. An affected victim attempting to breathe air will suffocate in 2d6 rounds. Wine or soap dissolves the mucus.

Habitat/Society: An aboleth brood consists of a parent and one to three offspring. Though the offspring are as large and as strong as the parent, they defer to the parent in all matters and obey it implicitly. Aboleth have both male and female sexual organs. A mature aboleth reproduces once every five years by concealing itself in a cavern or other remote area, then laying a single egg and covering it in slime. The parent aboleth guards the egg while the embryo grows and develops, a process that takes about five years. A newborn aboleth takes about 10 years to mature. The aboleth spends most of its time searching for slaves, preferably human ones. It is rumored that the aboleth use their slaves to construct huge underwater cities, though none have ever been found. The aboleth are rumored to know ancient, horrible secrets that predate the existence of man, but these rumors are also unsubstantiated. There is no doubt that aboleth retain a staggering amount of knowledge. An offspring acquires all of its parent's knowledge at birth, and a mature aboleth acquires the knowledge of any intelligent being it consumes. An aboleth's treasure consists of items taken from its slaves. The items are buried in caverns under a layer of slime resembling gray mud, recognizable by the distinctive rancid grease odor.

Ecology: The omnivorous aboleth will eat any organic matter, usually algae and micro-organisms, but they are also fond of intelligent prey so they can absorb nutrients and information at the same time. Aboleth have no natural enemies, as even the mightiest marine creatures give them a wide berth. Aboleth slime is sometimes used as a component for potions of water breathing.

These reptilian monsters all posses a gaze that enables them to turn any fleshy creature to stone; their gaze extends into the Astral and Ethereal planes.

Although it has eight legs, its sluggish metabolism allows only a slow movement rate. A basilisk is usually dull brown in color, with a yellowish underbelly. Its eyes glow pale green.

Combat: While it has strong, toothy jaws, the basilisk's major weapon is its gaze. However, if its gaze is reflected, and it sees its own eyes, it will become petrified itself, but this requires light at least equal to bright torchlight and a good, smooth reflector. In the Astral plane its gaze kills; in the Ethereal plane it turns victims into ethereal stone. These will only be seen by those in the Ethereal plane or who can see ethereal objects.

The beholder is the stuff of nightmares. This creature, also called the sphere of many eyes or the eye tyrant, appears as a large orb dominated by a central eye and a large toothy maw, has 10 smaller eyes on stalks sprouting from the top of the orb. Among adventurers, beholders are known as deadly adversaries. Equally deadly are a number of variant creatures known collectively as beholder-kin, including radical and related creatures, and an undead variety. These creatures are related in manners familial and arcane to the "traditional" beholders, and share a number of features, including the deadly magical nature of their eyes. The most extreme of these creatures are called beholder abominations. The globular body of the beholder and its kin is supported by levitation, allowing it to float slowly about as it wills. Beholders and beholder-kin are usually solitary creatures, but there are reports of large communities of them surviving deep beneath the earth and in the void between the stars, under the dominion of hive mothers. All beholders speak their own language, which is also understood by all beholder-kin. In addition, they often speak the tongues of other lawful evil creatures.

Combat: The beholder has different Armor Classes for different parts of their body. When attacking a beholder, determine the location of the attack before striking (as the various Armor Classes may make a strike in one area, and a miss in another):

Each of the beholder's eyes, including the central one has a different function. The standard smaller eyes of a beholder are as follows:
1. Charm person (as spell)
2. Charm monster (as spell)
3. Sleep (as spell, but only one target)
4. Telekinesis (250 pound weight)
5. Flesh to stone (as spell, 30-yard range)
6. Disintegrate (20-yard range)
7. Fear (as wand)
8. Slow (as spell, but only a single target)
9. Cause serious wounds (50-yard range)
10. Death ray (as a death spell, with a single target, 40-yard range)

The central eye produces an anti-magic ray with a 140-yard range, which covers a 90 degree arc before the creature. No magic (including the effects of the other eyes) will function within that area. Spells cast in or passing through that zone cease to function. A beholder may activate the magical powers of its eyes' at will. Generally, a beholder can use 1d4 smaller eyes if attackers are within a 90 degree angle in front, 1d6 if attacked from within a 180 degree angle, 1d8 if attacked from a 270 degree arc, and all 10 eyes if attacked from all sides. The central eye can be used only against attacks from the front. If attacked from above, the beholder can use all of the smaller eyes. The beholder can withstand the loss of its eyestalks, each eyestalk/smaller eye having 5-12 hit points. This loss of hit points is over and above any damage done to the central body. The body can withstand two thirds of the listed hit points in damage before the creature perishes. The remaining third of the listed hit points are located in the central eye, and destroying it will eliminate the anti-magic ray. A beholder with 45 hit points will have a body that will take 30 points of damage, a central eye that will take 15 points, while one with 75 hit points will have a body that will withstand 50 points of damage, and a central eye that takes 25 hit points to destroy. Both beholders would have smaller eyestalks/eyes that take 5-12 (1d8+4) points of damage to destroy, but such damage would not affect the body or central eye. Slaying the body will kill the beholder and render the eyes powerless. Destroyed eyestalks (but not the central eye) can regenerate at a rate of one lost member per week.

Habitat/Society: The beholders are a hateful, aggressive and avaricious race, attacking or dominating other races, including other beholders and many of the beholder-kin. This is because of a xenophobic intolerance among beholders that causes them to hate all creatures not like themselves. The basic, beholder body-type (a sphere with a mouth and a central eye, eye-tipped tentacles) allows for a great variety of beholder subspecies. Some have obvious differences, there are those covered with overlapping chitin plates, and those with smooth hides, or snake-like eye tentacles, and some with crustacean-like joints. But something as small as a change in hide color or size of the central eye can make two groups of beholders sworn enemies. Every beholder declares its own unique body-form to be the "true ideal" of beholderhood, the others being nothing but ugly copies, fit only to be eliminated. Beholders will normally attack immediately. If confronted with a particular party there is a 50% chance they will listen to negotiations (bribery) before raining death upon their foes.

Ecology: The exact reproductive process of the beholder is unknown. The core racial hatred of the beholders may derive from the nature of their reproduction, which seems to produce identical (or nearly so) individuals with only slight margin for variation. Beholders may use parthenogenic reproduction to duplicate themselves, and give birth live (no beholder eggs have been found). Beholders may also (rarely) mate with types of beholder-kin. The smaller eyes of the beholder may be used to produce a potion of levitation, and as such can be sold for 50 gp each.

Saving Throws: Most beholders make saving throws according to their Hit Dice. The Death Kiss makes saving throws as a 10th-level warrior. The typical beholder and undead beholders make saving throws as follows: Creature hit points Saves as
45-49 10th level warrior
50-59 12th level warrior
60-69 14th level warrior
70+ 16th level warrior