Beholder Faction Template

Alignment: Lawful Evil FR Range: 13 / 15 / 17 (Newcomer, Established, Ancient)

Each tier represents how deeply the beholder has consolidated power over its lair and its network. The beholder itself does not change with FR — beholders do not age in the usual sense — but the lair, the dominated minions, and the accumulated hoard grow over time.

Faction Ratings

Faction Rating	Leader Formations	Core Formations	Support Formations*	Lair Areas*	Lair Features	Treasure
13	1	—	2	4	2	2 hoards (CR 11–16)
15	1	—	4	6	4	3 hoards (CR 11–16)
17	1	—	6	8	6	1 hoard (CR 17+) + Eye Hoarder rolls

* Baseline counts. All support formations and many lair areas come from the chosen theme. Some lair features in Step 5 also add lair areas (those tagged (new Lair Area)).

Step 1 — Choose Theme

Choose one theme at creation. Record it on the record sheet.

• Dungeon Lord — paranoid recluse in a deep cave system or mountain warren; collects specimens, captures victims for vivisection, hoards eclectically. Controls a tribe of beholder-worshippers who live nearby.
• Death Tyrant — undead variant; replaces Beholder with Death Tyrant stat. Lair is silent and preserved; minions are undead. Controls a death cult drawn to its presence.
• Shadow Governor — urban hidden hand; rules from a tower or sewer lair via dominated lieutenants. Controls two organizations on the surface.

Step 2 — Determine Formations

Use the Faction Ratings table for counts. Each formation type below occupies one row of the record sheet's Formations table.

Core Formations

The Beholder Faction has no core formations. The beholder is solitary; rank and file are handled by the controlled sub-faction (or sub-factions) and the dominated support picks granted by the theme.

Support Formations

All support formations come from the chosen theme.

Caged Curiosity FR 13 — Dungeon Lord theme

The Dungeon Lord controls a FR 4 tribe of beholder-worshippers. The DM picks from: Kobold (template available), Goblin (template forthcoming), Troglodyte (template forthcoming), or Myconid (template forthcoming). Create the sub-faction on a separate record sheet; its formations are permanent and do not scale with the beholder's FR. The worshippers serve the beholder as gods serve themselves: with fear, awe, and ritual.

Also gain 2 support formation picks from the Dungeon Lord options below.

Expanding Menagerie FR 15 — Dungeon Lord theme

Gain 2 additional Dungeon Lord support formation picks (4 total). The additional picks may select options already chosen.

Eternal Collection FR 17 — Dungeon Lord theme

Gain 2 additional Dungeon Lord support formation picks (6 total). The additional picks may select options already chosen.

Dungeon Lord Support Formation Options:

• Specimen Vat (SVF): 1 Black Pudding sealed in a glass-lined cistern, released as a guard
• Cave Crawlers (CCF): 2 Carrion Crawlers patrolling the corridors
• Petrified Pet Pair (PPP): 1 Basilisk and 2 Cockatrices
• Dominated Hunters (DHF): 1 Veteran and 4 Thugs charmed into service

Necrotic Bond FR 13 — Death Tyrant theme

The Death Tyrant controls a FR 4 Cult faction with the Necromantic theme (template available), drawn to the beholder's undeath as the apex of their faith. Create the cult on a separate record sheet; its formations are permanent and do not scale with the beholder's FR.

Also gain 2 support formation picks from the Death Tyrant options below.

Eternal Court FR 15 — Death Tyrant theme

Gain 2 additional Death Tyrant support formation picks (4 total). The additional picks may select options already chosen.

Reign Eternal FR 17 — Death Tyrant theme

Gain 2 additional Death Tyrant support formation picks (6 total). The additional picks may select options already chosen.

Death Tyrant Support Formation Options:

• Flesh Golem Guard (FGG): 1 Flesh Golem
• Wight Sentinel (WSF): 1 Wight and 4 Skeletons
• Wraith Hover (WHF): 1 Wraith
• Mummy Custodian (MCF): 1 Mummy and 4 Zombies

Shadow Pact FR 13 — Shadow Governor theme

The Shadow Governor controls two FR 4 sub-factions on the surface above. The DM picks any two from: City Guard (template available), Cult (template available), or Thieves Guild (template forthcoming). Create each sub-faction on a separate record sheet; their formations are permanent and do not scale with the beholder's FR. Each is run on the surface by a dominated lieutenant who reports to the beholder by night through sewer passages.

Also gain 2 support formation picks from the Shadow Governor options below.

Web of Influence FR 15 — Shadow Governor theme

Gain 2 additional Shadow Governor support formation picks (4 total). The additional picks may select options already chosen.

Iron Grip FR 17 — Shadow Governor theme

Gain 2 additional Shadow Governor support formation picks (6 total). The additional picks may select options already chosen.

Shadow Governor Support Formation Options:

• Bandit Captain Squad (BCS): 1 Bandit Captain and 4 Thugs
• Spy Network (SNF): 3 Spies and 4 Thugs
• Street Enforcer (SEF): 1 Veteran and 4 Thugs
• Dominated Officer (DOF): 1 Knight and 4 Guards

Leader Formation

Beholder FR 13 — base (Dungeon Lord / Shadow Governor)

Beholder Formation (BHF): 1 Beholder. The beholder hovers in the central chamber, issues orders through dominated lieutenants, and uses eye rays when intruders arrive. It rarely leaves the lair.

Reference: MM, Beholder (CR 13).

Death Tyrant FR 13 — Death Tyrant theme (replaces Beholder)

Death Tyrant Formation (DTF): 1 Death Tyrant. The undead beholder hovers at the center of its tomb-complex; its central eye projects negation rather than antimagic, and the dead obey its silent will.

Reference: MM, Death Tyrant (CR 14).

Step 3 — Record Treasure

Use the Faction Ratings table for the number and CR of hoards. Roll each on the DMG hoard tables and assign a roman numeral.

Eye Hoarder FR 17 — base

Beyond the listed Treasure hoards, an ancient beholder has accumulated extraordinary items over centuries. Roll 3 times on Magic Item Table G, 2 times on Magic Item Table H, and 1 time on Magic Item Table I (DMG). Distribute the items throughout the hoard and lair, often in eccentric arrangements (a wand in a glass jar, a ring set around a petrified finger, a scroll suspended in a beaker of preservative).

STOPPING POINT — If no lair is needed, the faction is ready for play.

Step 4 — Determine Lair Areas

Higher FRs include all lower-FR areas. Use the base areas plus your chosen theme's areas; ignore the other themes' entries.

The lair is layered, with the beholder at the inner core. The controlled sub-faction lair (or two sub-faction lairs for Shadow Governor) sits as the outer ring of defense — players approaching the beholder must navigate through or around the sub-faction first. Record sub-faction areas on the sub-faction's record sheet, not this one.

Main Entrance FR 13 — base The visible way into the beholder's lair: a cave mouth scarred by old beholder eye rays, a tower door bound in iron, or a sewer grate with the cult's mark scratched into the stone.

Antimagic Throne FR 13 — base The central chamber where the beholder hovers when resting: a vaulted space with a stone perch built to the beholder's preferred altitude, surrounded by debris from rays misfired in idle paranoia.

Treasure Hoard FR 13 — base A vault of accumulated gold, gems, and stolen artifacts, sorted by eccentric criteria the beholder considers obvious: a chest of only blue gems, a shelf of items shaped like teeth, a pile of coins minted in long-dead kingdoms.

Dominated Servant Quarters FR 15 — base Living quarters for the beholder's charmed and dominated humanoid servants: small windowless rooms, the air stale, the inhabitants serving in shifts they do not remember accepting.

Surveillance Hall FR 17 — base A chamber lined with scrying basins, silvered mirrors, and small windows of clouded glass: the beholder watches its territory from here, eye stalks twitching from one viewing device to the next.

Specimen Vats FR 13 — Dungeon Lord A chamber of glass and reinforced barrels holding the beholder's captured oddities: an ooze, a paralyzed insect the size of a pony, a fungus that whispers when you pass it. Pre-loaded: contains Feature G (Specimen Tank — see Step 5).

Dissection Chamber FR 15 — Dungeon Lord The beholder's working space for vivisection of captured creatures and adventurers: a stone table fitted with restraints sized for various species, racks of tools, jars labeled in a script the beholder invented.

Petrified Gallery FR 17 — Dungeon Lord A long hall lined with the beholder's collection of petrified victims, arranged by pose and expression: knights mid-charge, scholars caught reading, a band of adventurers frozen in panic.

Crypt Niches FR 13 — Death Tyrant Wall niches holding the bone fragments of past victims that the Death Tyrant has chosen to keep: skulls with the eyes scooped out, hands still gripping weapons. Pre-loaded: contains Feature G (Bone Pile — see Step 5).

Bone Workshop FR 15 — Death Tyrant A laboratory where Flesh Golems and other constructs are stitched together from cult harvests: tables of sinew, iron stitchery, the smell of preservative and lightning.

Tomb of Eternal Sight FR 17 — Death Tyrant The Death Tyrant's deepest sanctum where it rests in absolute stillness for years between disturbances: a sealed chamber bare of any decoration except a single sigil of the patron god of death carved into the ceiling.

Counting Room FR 13 — Shadow Governor The chamber where tribute from the surface organizations is sorted and inventoried: a desk of ledgers, scales, a coin sorter, sacks of receipts waiting to be cross-checked.

Audience Chamber FR 15 — Shadow Governor A formal hall where dominated lieutenants report on the surface operations: a single chair facing the beholder's hover position, lanterns angled so the reporter cannot see clearly upward.

Sewer Network FR 17 — Shadow Governor An extensive tunnel system connecting the lair to multiple points across the city above: drainage shafts, false grates, smugglers' paths inherited from a previous tenant.

(Optional) Add one or two Urban Lair: Exotic Areas or Underground Lair: Exotic Areas (see Random Tables document), depending on theme.

Lair Environment

Fill the Lair / Terrain / Walls & Ceilings / Senses / Lighting row on the record sheet using the block for your chosen theme.

Dungeon Lord

Deep cave system or mountain warren, the beholder hovering through vaulted corridors.

• Lair: deep cave system, mountain warren, or fortified underground complex
• Terrain: mountain wilderness, remote hillside, or the ruined entrance to an abandoned dungeon
• Walls & Ceilings: rough natural stone scored with eye sigils, mosses and pale fungi clinging to corners
• Senses: damp cold air, mineral scent, the faint smell of preservative and old blood
• Lighting: dim, with glowing fungi or oil lamps along the central corridors; pitch dark in side passages

Death Tyrant

An ancient crypt complex or buried temple beneath a forgotten city, silent except for the Death Tyrant's slow drift through cold air.

• Lair: ancient crypt complex or buried temple beneath a forgotten city
• Terrain: graveyard, ruined hilltop temple, or the buried foundations of a fallen settlement
• Walls & Ceilings: cold cut stone bearing carved sigils of death, dust thick on every surface, niches holding ancient bones
• Senses: faint smell of formaldehyde and old incense, the absolute silence of preserved death
• Lighting: dim with cold candles throwing blue light; pitch dark in the deepest chambers

Shadow Governor

A fortified tower in a city or a deep chamber beneath the sewers; the beholder rises through hidden passages by night.

• Lair: a fortified tower above the streets, or a chamber beneath the city sewers
• Terrain: city street, sewer access, the basement of a respectable building
• Walls & Ceilings: dressed stone with brass fittings, ledgers stacked along walls, a single hidden eye motif carved into the ceiling above the hover throne
• Senses: damp tunnels and surface city sounds filtering through grates, ink and parchment in the inner chambers, the faint hum of magic at rest
• Lighting: bright in the audience chamber and counting room; dim in tunnel corridors

Step 5 — Determine Lair Features

Pick 2 features per FR tier (2 at FR 13, 4 at FR 15, 6 at FR 17) from the Base Lair Features below. You may choose the same feature more than once. Then read your chosen theme's Additional Lair Features (G–J). Some theme areas come pre-loaded with one of these, noted at the end of each theme list. Pre-loaded features do not count against the Lair Features count in the Faction Ratings table.

Base Lair Features (all themes)

A — Antimagic Scar [Hazard] (new Lair Area) Effect: a chamber the beholder has bombarded with its central eye over years until the stone itself has become saturated with negation. Spells of 5th level or lower fail; magic items do not function; creatures with magical abilities have those abilities suppressed while inside. The effect persists whether or not the beholder is present.

B — Hover Corridor [Defense] (new Lair Area) Effect: a corridor without a floor, a pit beneath. Flying creatures cross freely. Non-flying creatures must use rope, magic, or grappling devices; defenders shoot at struggling intruders.

C — Levitation Shaft [Defense] Effect: a vertical shaft the beholder uses to move between levels. The shaft is slick and impossible to climb without tools such as pitons and hammers.

D — Eye Stalk Glyph [Trap] Save: varies by ray. Effect: triggers a random beholder eye ray on the triggerer. Roll 1d4: 1 — Charm (WIS DC 14); 2 — Paralysis (CON DC 14); 3 — Slowing (DEX DC 14); 4 — Fear (WIS DC 14). Each effect lasts 1 minute (save end of turn).

E — Charmed Sentinels [Guardian] Effect: 1 Veteran and 4 Guards charmed into service, posted at a key chokepoint; alert via passive Perception 12. Reference: MM, Veteran (CR 3), Guard (CR 1/8).

F — Hidden Passage [Secret] Find: Investigation DC 18. Effect: a concealed door leading to a side tunnel out of the lair. The beholder uses this if defeated, or to enter the surface through a remote exit.

Dungeon Lord — Additional Lair Features

G — Specimen Tank [Hazard] (new Lair Area) Effect: a reinforced glass tank holding 1 Gelatinous Cube. If the tank is broken in combat, the cube spills out and attacks anything that moves. Reference: MM, Gelatinous Cube (CR 2).

H — Caged Crawler [Hazard] Effect: a Carrion Crawler kept in a cage at a chokepoint; if the cage is destroyed in combat (AC 14, HP 15), the crawler escapes and attacks indiscriminately. Reference: MM, Carrion Crawler (CR 2).

I — Wandering Basilisk [Guardian] (hidden) Effect: 1 Basilisk wandering the Petrified Gallery, mistaken for one of its own statues at rest. A creature meeting its gaze must save against petrification. Reference: MM, Basilisk (CR 3).

J — Ooze Pit [Guardian] (new Lair Area) Effect: a deep pit holding 1 Black Pudding. The pit is covered by a removable grate the beholder lifts with telekinesis to drop intruders inside. Reference: MM, Black Pudding (CR 4).

Pre-loaded: Specimen Vats contain Feature G. The Dungeon Lord lair also includes 2 Levitation Shafts (Feature C from the base features) connecting different depth levels; mark these on the map between Upper, Mid, and Lower areas. The shafts are pre-loaded and do not count against the Lair Features pick total.

Death Tyrant — Additional Lair Features

G — Bone Pile [Guardian] (new Lair Area) Effect: 12 Skeletons assembled in a pile that animates when disturbed; they swarm intruders. Reference: MM, Skeleton (CR 1/4).

H — Necrotic Glyph [Trap] Save: CON DC 14. Effect: 4d6 necrotic damage; the victim's maximum HP is reduced by the damage taken until they finish a long rest.

I — Mummy in the Sarcophagus [Guardian] (hidden) Effect: 1 Mummy lying in a closed sarcophagus; rises when the lid is moved or when the chamber's silence is broken. Reference: MM, Mummy (CR 3).

J — Flesh Golem Sentinel [Guardian] (new Lair Area) Effect: 1 Flesh Golem standing watch in a stitched-iron alcove. Reference: MM, Flesh Golem (CR 5).

Pre-loaded: Crypt Niches contain Feature G. The Death Tyrant lair also includes 2 Levitation Shafts (Feature C from the base features) connecting different depth levels; mark these on the map between Upper, Mid, and Lower areas. The shafts are pre-loaded and do not count against the Lair Features pick total.

Shadow Governor — Additional Lair Features

G — Counting Lock [Defense] Find: Investigation DC 18 to deduce the four-step ledger combination. Save: Thieves' Tools DC 22 to force. Effect: secures a chest, door, or vault; only the beholder and one dominated servant know the sequence.

H — Sewer Drop [Trap] (new Lair Area) Detect: Perception DC 15. Save: DEX DC 15. Effect: a floor panel hinges open to drop the triggerer 20 ft into a sewer channel (2d6 bludgeoning + DC 18 CON or contract a wasting disease).

I — Charmed Clerk [Guardian] (hidden) Effect: a charmed Spy disguised as an ordinary clerk; reports any intrusion to the beholder via a small bell hidden in the desk. Reference: MM, Spy (CR 1).

J — Bandit Den [Guardian] (new Lair Area) Effect: 1 Bandit Captain and 4 Bandits posted in a side chamber, on call for muscle as needed. Reference: MM, Bandit Captain (CR 2), Bandit (CR 1/8).

Step 6 — Generate the Map

1. Roll or choose a faction history and a faction goal from the appropriate Random Tables (Urban Faction tables for Shadow Governor; Dragon Faction tables substituted for Dungeon Lord and Death Tyrant where no dedicated beholder tables exist).
2. Drop 4d6 on the map sheet. Assign the highest die to the Main Entrance. Assign Antimagic Throne, Treasure Hoard, and your theme's FR 13 area to the remaining three dice in any order. Use each die's value for depth: 1–2 = Lower (L), 3–4 = Mid (M), 5–6 = Upper (U). The Antimagic Throne is typically Upper or Mid; the Treasure Hoard is typically Lower; theme areas vary.
3. (FR 15+) Drop 2 more d6 for Dominated Servant Quarters and your theme's FR 15 area. Servant Quarters typically Mid; theme areas vary.
4. (FR 17+) Drop 2 more d6 for Surveillance Hall and your theme's FR 17 area. Surveillance Hall is typically Upper; theme areas vary.
5. If any lair areas remain — optional exotic areas, or new areas added by features in Step 5 — drop d6 for each and assign them in any order.
6. Connect all areas with corridors, hover-friendly passages, and shafts. Beholder lairs are layered vertically; the beholder uses Levitation Shafts (Feature C) to move between depths, while non-flying intruders must climb with tools or find a stair route around.
7. Dungeon Lord: natural cave passages plus 2 pre-loaded Levitation Shafts the beholder disintegrated through the stone; the shafts connect Upper to Mid and Mid to Lower areas, slick and unclimbable without pitons.
8. Death Tyrant: worked stone corridors with sealed doors between sections plus 2 pre-loaded Levitation Shafts cut through the floor between depth levels; many chambers can also be silenced from the outside.
9. Shadow Governor: a tower with stairs (for servants) plus a central hover-shaft (for the beholder); below, a maze of sewer tunnels with concealed grates into respectable buildings.
10. Assign Treasure hoards (by roman numeral) to lair areas on the map. Hoards are concentrated in the Treasure Hoard and (at FR 17) wherever the Eye Hoarder magic items fit the beholder's eccentric arrangement.
11. Assign Lair Features to lair areas on the map (mark each with its letter). Pre-loaded theme features go in their pre-loaded areas automatically.
12. Assign Formations. The Beholder (BHF1) or Death Tyrant (DTF1) occupies the Antimagic Throne. Support formations occupy the deeper or more dangerous areas. Sub-faction formations are recorded on the sub-faction's record sheet, not this one.