Creature Cohorts: The Beholder

D
Beholder Cohorts
eep beneath the ruins of a forgotten .
castle lay a series of intertwined tunnels.
Some say these dark caverns are not
natural... instead, rumor has it that a
floating, spherical being with many eyes
carved out this place with powerful
magic.
This beholder, like many of its kind, is known to be
distrustful of others. Its abilities are quite formidable, too.
If you need some assistance on your journey, though--this
creature has been known to work with humanoids who
pay it in both gold and respect.
A beholder ally may sound unlikely at first. These "Eye art by Anton Tareev
Tyrants", as they are sometimes called, are said to be cover art by Rudy Siswanto
paranoid. Many beholders are thought to be outright mad.
However, beholders are highly intelligent and more than
capable of long-term planning. With that in mind,
beholders have a reputation for working alongside Beholder Racial Features
humanoids (or monsters) when it suits them to do so.
Beholders start out small... but even at a young age, these
creatures have powers of keen intellect and a knack for
What is a Cohort? survival.
Ability Score Increase. Your Constitution and
In short, a creature cohort is a monster, perhaps from the
Intelligence scores increase by 2.
Monster Manual that has been converted into its own race
Age. Every beholder is unique in size and shape-- but in
and associated class. You create a cohort much like
terms of age, it is said they generally mature quickly
making a character, following the same rules in the
(within a few years) and live long lives. The oldest known
Player's Handbook. One difference, though, is that cohorts
beholders are rumored to be centuries old.
typically don't pick a character background unless the
Alignment. Beholders are known for two personality
monster in question had a prior profession.
traits above all others: their paranoia and xenophobic
Cohorts are designed to be flexible, so that DMs can do
tendencies. When exposed to humanoids from a young
some of the following:
age, though, beholders are more likely to be cooperative.
DMs can use a cohort in place of the normal "Sidekick" Note that even in the best cases, beholders are generally
rules from Tasha's Cauldron of Everything, allowing an slow to trust others, and they often assume that they are
iconic monster to act as a friendly NPC or even as a more powerful and intelligent than the others around
party member them.
A cohort can be used as a monster that levels with the What is less known about beholders is their dual
party (as a recurring enemy or rival, for instance) natures: beholders contain not one consciousness, but
Cohorts can act as more powerful familiars, or as two that exist in their minds at the same time. Some
substitutes for animal companions (or similar class beholders have personalities that are very much in sync,
abilities) much like siblings that know each other so well that they
can complete each others' sentences. These beholders can
There are a few points worth noting about cohorts. First be of any alignment on the spectrum from good to evil.
off, despite being mentioned above, you do not need to Other beholders, though, have personalities that clash
own Tasha's Cauldron of Everything to use cohorts. regularly--leading to the erratic and sometimes hostile
Also note that the race and class associated with a behavior that the species is known for. These beholders
specific cohort (like the Beholder Cohort Race and Class) tend to put personal survival above all other concerns, and
are designed to be taken together. The reason is to ensure are more likely to be evil as a result.
the race and class are both balanced as a "package" and Size. At an early age, beholders are often no more than
also to ensure both fit the base creature thematically as two feet in diameter. That said, they are capable of
much as possible. Keep in mind that as of the time of this growing to great size in a short time. Initially, though, your
writing, creature cohorts are not designed for size is Small.
multiclassing nor balanced for such. Speed. Beholders do not have legs, but instead float with
Cohorts allow for party members that are normally all a fine degree of control. Your base flying speed is 30 feet
but impossible to conceive, like the first example given (hover).
below: The Beholder.

2
Darkvision. Your many eyes adapt easily to darkness.
You can see in dim light within 60 feet of you as if it were
bright light, and in darkness as if it were dim light. You The Beholder
can't discern color in darkness, only shades of gray. Proficiency
Eyes In All Directions. You gain proficiency in the Level Bonus Features
Perception skill.
1st +2 Bonus Proficiencies
Aberrant Nature. You count as an aberration for the
purposes of spells and effects. 2nd +2 Lesser Eye Ray
Oversized Jaws. Your gaping maw has the size and 3rd +2 Ocular Expertise
strength needed to pierce through thick hide or even 4th +2 Ability Score Improvement
armor. You have a bite attack that counts as a natural
5th +3 Natural Armor 14
melee weapon. Your bite deals 1d6 piercing damage, and
adds your Strength bonus to attack and damage rolls. You 6th +3 Twin Rays
are automatically proficient in your bite attack. 7th +3 Size Increase (Medium)
Natural Armor. When you are unarmored, you have a 8th +3 Ability Score Improvement
natural armor class of 13. Since you do not have any limbs,
Natural Armor 16, Shape
however, you do not add your Dexterity modifier to this 9th +4
Change
number.
10th +4 Despot of Dreams
As you level up in the Beholder class (below) your
natural armor will increase further. 11th +4 Greater Eye Ray
Limbless. Beholders do not have legs, arms, or hands, 12th +4 Ability Score Improvement
and as a result are immune to the prone condition.
13th +5 Antimagic Cone
Further, beholders cannot equip weapons or armor made
for other races. Beholders primarily interact with the world 14th +5 Ray Mastery
using their Kinetic Ray (below). 15th +5 Size Increase (Large)
Kinetic Ray. The beholder learns to manipulate objects 16th +5 Ability Score Improvement
using a telekinetic eye ray in place of needing limbs. You
17th +6 Natural Armor 18
learn the mage hand cantrip. The spell's hand is invisible
when you cast the spell using this ability. 18th +6 Panopticon
Languages. You can speak, read and write Common and 19th +6 Ability Score Improvement
Deep Speech. Many beholders choose Undercommon as a 20th +6 Eye Tyrant
bonus language (if their intelligence is high enough).

New Class: The Beholder

Class Features
As a beholder, you gain the following class features.

Hit Points
Hit Dice: 1d8 per beholder level
Hit Points at 1st Level: 8 + your Constitution modifier
Hit Points at Higher Levels: 1d8 (or 5) plus your
Constitution modifier per beholder level after 1st.

Proficiencies
Armor: none
Weapons: none
Tools: none
Saving Throws: see bonus proficiencies, below
Skills: see bonus proficiencies, below
Equipment
You start with the following equipment:

(a) an explorer's pack or (b) a scholar's pack

a magnifying glass and 50 gold

art by Kerembeyit

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 Bonus Proficiencies
The beholder gains proficiency in one saving throw of your
choice: Constitution, Intelligence, or Charisma.
In addition, the cohort gains proficiency in two skills of
your choice from the following list: Arcana, History, Insight,
Intimidation, Investigation, or Persuasion.
(The above list assumes the cohort has the Beholder
race--if not, then add Perception to the list of options.)
Lesser Eye Ray
Starting at level 2, the beholder learns to use its most
feared ability: eye rays. The save DC against your eye rays
(from both the Lesser Eye Ray and Greater Eye Ray
abilities) is calcuated as follows:
Eye Ray Save DC = 8 + your proficiency bonus +
your Intelligence modifier
As an action during your turn, you may roll 1d4 and fire
the associated eye ray listed below, choosing one target
you can see within 60 feet of you:
1. Confusion Ray. The target must succeed on a Wisdom
saving throw against your Eye Ray save DC, or it can't take
reactions until the end of its next turn. On its turn, the
target can't move, and it uses its action to make a melee or
ranged attack against a randomly determined creature
within range. If the target can't attack, it does nothing on
its turn.
2. Paralyzing Ray. The target must succeed on a
Constitution saving throw against your Eye Ray save DC or
be paralyzed for 1 minute. The target can repeat the
saving throw at the end of each of its turns, ending the
effect on itself on a success.
3. Fear Ray. The target must succeed on a Wisdom
saving throw against your Eye Ray save DC or be or be
frightened for 1 minute. The target can repeat the saving
throw at the end of each of its turns, with disadvantage if
the beholder is visible to the target, ending the effect on
itself on a success.
4. Wounding Ray. The target must make a Constitution
saving throw against your Eye Ray save DC, taking 3d10
necrotic damage on a failed save, or half as much damage
on a successful one.
Ocular Expertise
At 3rd level, your proficiency bonus is doubled for the
purposes of your passive perception score, as well as for
any ability check you make that uses the Perception skill.
Ability Score Improvement
When you reach 4th level, and again at 8th, 12th, 16th, and
19th level, you can increase one ability score of your
choice by 2, or you can increase two ability scores of your
choice by 1. As normal, you can't increase an ability score
above 20 using this feature.
4
Improved Natural Armor
At 5th level, your hide becomes more resilient. Each
beholder is unique, so this armor increase may be due to a
thicker hide, chitinous plates along your body, or harder
skin (as a few possible examples). When unarmored, your
armor class is now 14.
At 9th level, your natural armor becomes 16.
At 17th level, your natural armor becomes 18.
Twin Rays
Starting at 6th level, whenever you fire a Lesser or Greater
Eye Ray (see below) as an action, you may fire another
Lesser Eye Ray as a bonus action. You may choose to
target the same or a different creature within range that
you can see.
Size Increase (Medium)
At 7th level, you finally grow enough to become a larger
size category entirely. You are now Medium size. The
range of your Lesser and Greater Eye Ray abilities is now
90 feet. Your darkvision (from the beholder race) now
extends to 90 feet.
In addition, your bite attack now deals 2d6 piercing
damage plus your strength modifier. From now on, your
natural weapons now count as magical for the purpose of
overcoming resistance and immunity to nonmagical
attacks and damage.
Shape Change
Starting at 9th level, your innate magical abilities allow you
to change your physical form. You are able to cast the alter
self spell without any material components and without
using a spell slot. Whenever you use this ability, you can
take on the form of any Small or Medium-sized humanoid.
You cannot use your Lesser Eye Ray or Greater Eye Ray
abilities while in humanoid form, though you may still use
your Antimagic Cone ability (see below). Note that, when
you use the Antimagic Cone ability in humanoid form, you
must close all of this form's eyes to suppress the ability.
Due to the otherworldly influence you exert on your
surroundings, however, there is always something a little
unsettling about you regardless of your outward
appearance. When in humanoid form, a creature
observing you closely (DM's discretion) may make a
Perception check against a DC of 18. Whenever a creature
succeeds on this check, they recognize that your
appearance is close, but not quite right for a member of
your species. The creature may not know how they are
aware of this fact--but, without a doubt, they believe there
is something inherently disturbing about you.
Despot of Dreams
At 10th level, you learn how to use the power of the Far
Realm to alter the world in hazy, dreamlike ways. However,
in this regard you are somewhat unique. Many of your
kind are able to manifest powers of the Far Realm, but
only when in the lairs they inhabit. Though you cannot use
these abilities as often as others of your kind, you have
learned to exert your will on reality no matter where you
are.
During your turn, you can use a bonus action to cause
one of the following effects:
A 50-foot square area of ground within 120 feet of you
becomes slimy; that area is difficult terrain for a
duration of one minute or until you cease concentrating
on this ability.
Walls within 120 feet of you sprout grasping
appendages for a duration of 5 rounds or until you
cease concentrating. Each creature of your choice that
starts its turn within 10 feet of such a wall must succeed
on a Dexterity saving throw equal to your Eye Ray DC or
be grappled. Escaping requires a successful Strength
(Athletics) or Dexterity (Acrobatics) check against your
Eye Ray DC.
An eye opens on a solid surface within 60 feet of you.
One random Greater Eye Ray (see below) shoots from
that eye at a target of your choice that you can see. The
eye then closes and disappears.
You may use each of these abilities once. You recover all
expended use of these abilities upon completion of a short
or long rest.
art by goatlord51
Greater Eye Ray
As you mature, more of your eye stalks develop offensive
abilities. Starting at 11th level, you can hinder enemies
with a wider array of effects... much to their displeasure.
As an action during your turn, you may roll 1d10 and fire
the associated eye ray listed below, choosing one target
you can see within 60 feet of you:
1. Charm Ray. The targeted creature must succeed on a
Wisdom saving throw equal to your Eye Ray save DC, or be
charmed by the beholder for 1 hour, or until the beholder
(or one of its allies) harms the creature.
2. Paralyzing Ray. The targeted creature must succeed
on a Constitution saving throw equal to your Eye Ray save
DC, or be paralyzed for 1 minute. The target can repeat the
saving throw at the end of each of its turns, ending the
effect on itself as a success.
3. Fear Ray. The targeted creature must succeed on a
Wisdom saving throw equal to your Eye Ray save DC, or be
frightened for 1 minute. The target can repeat the saving
throw at the end of each of its turns, with disadvantage if
the beholder is visible to the target, ending the effect on
itself on a success.
4. Slowing Ray. The targeted creature must succeed on a
Dexterity saving throw equal to your Eye Ray save DC. On
a failed save, the target's speed is halved for 1 minute. In
addition, the creature can't take reactions, and it can take
either an action or a bonus action on its turn, not both.
The creature can repeat the saving throw at the end of
each of its turns, ending the effect on itself on a success.
5. Enervation Ray. The targeted creature must succeed
on a Constitution saving throw equal to your Eye Ray save
DC, taking 8d8 necrotic damage on a failed save, or half as
much damage on a successful one.
5
 6. Telekinetic Ray. If the target is a creature, it must
succeed on a Strength saving throw equal to your Eye Ray
save DC, or you move the creature up to 30 feet in any
direction. It is restrained by the ray's telekinetic grip until
the start of your next turn or until you are incapacitated.
If the target is an object weighing 300 pounds or less
that isn't being worn or carried, it is moved up to 30 feet in
any direction. You can also exert fine control on objects
with this ray, such as manipulating a simple tool or
opening a door or a container.
7. Sleep Ray. The targeted creature must succeed on a
Wisdom saving throw equal to your Eye Ray save DC, or
fall asleep and remain unconscious for 1 minute. The
target awakens if it takes damage or another creature
takes an action to wake it. This ray has no effect on
constructs and undead.
8. Petrification Ray. The targeted creature must succeed
on a Dexterity saving throw equal to your Eye Ray save DC.
On a failed save, the creature begins to turn to stone and
is restrained. It must repeat the saving throw at the end of
its next turn. On a success, the effect ends. On a failure,
the creature is petrified for 1 hour, or until freed by the
greater restoration spell or other magic.
9. Disintegration Ray. If the target is a creature, it must
succeed on a Dexterity saving throw equal to your Eye Ray
save DC, or take 10d8 force damage. If this damage
reduces the creature to 0 hit points, its body becomes a
pile of fine gray dust.
If the target is a Large or smaller nonmagical object or
creation of magical force, it is disintegrated without a
saving throw. If the target is a Huge or larger object or
creation of magical force, this ray disintegrates a 10-foot
cube of it.
10. Death Ray. The targeted creature must succeed on a
Wisdom saving throw equal to your Eye Ray save DC, or
take 10d10 necrotic damage. The target dies if the ray
reduces it to 0 hit points.
Antimagic Cone
At 13th level, your vision of the world begins to alter reality
in subtle ways-- specifically, your large, central eye can
now cancel out magical effects that it can see.
As a bonus action during your turn, your central eye
creates an area of antimagic, as in the antimagic field spell,
in a 90 foot cone. At the start of each of your turns, you
decide which way the cone faces and whether the cone is
active (closing your central eye supresses the cone until
you open your eye again or until the duration expires). The
area works against your own eye rays.
This ability lasts for 10 minutes. You may use this ability
once, and regain any expended use upon completion of a
short or long rest.
Size Increase (Large)
At 15th level, your mass has grown to again meet a new
threshold. You have come a long way since your earliest
days, and could no longer be confused for your lesser kin.
You are now a Large-sized creature, taking up a 10 by 10
foot space. Your darkvision, as well as the range of your
Lesser and Greater Eye Ray abilities now extend to 120
feet. Your Antimagic Cone ability is now a 150 foot cone.
In addition, you now add your proficiency bonus to the
damage you deal with your bite attack.
Panopticon
At 18th level, your array of eyes ensure that you are aware
of threats before they can strike. You may act normally
during a surprise round as long as you are not
incapacitated.
In addition, creatures cannot gain advantage on attack
rolls against you unless their number of maximum hit dice
exceeds your own, or unless you are suffering from the
blinded, paralyzed, restrained, stunned or unconscious
conditions.
Eye Tyrant
At 20th level, your strengths as a beholder finally reach
their full potential. Your allies (assuming you have any)
should consider themselves fortunate-- they have the
greatest of all beholderkin fighting alongside them. Your
enemies, however, may not be so lucky.
Your hit dice all become d10s. This causes your current
and maximum hit points to increase by 20 immediately.
Further, your hit dice all become d10s for the purpose of
restoring hit points during a short rest.
In addition, whenever you use your Greater Eye Ray
ability, you can choose to fire one or two Greater Eye Rays,
choosing one to two targets you can see within 120 feet of
you.
art by Alkemistry

Ray Mastery
Starting at 14th level, whenever you use your Lesser Eye
Ray or Greater Eye Ray abilities, you can choose to reroll
the result. You must accept the result of the new roll.
Once you use this ability, you cannot do so again until
the beginning of your next turn.

6
Beholder Cohorts- Miscellany
Challenge Rating for Cohorts
Coming soon (if there is enough interest). For now, though,
I would recommend using the CR chart in the Dungeon
Master's Guide, page 274. Note that the beholder in the
Monster Manual is an 18-HD creature with a CR of 13 (or
14 with its lair actions available).
Roleplaying as a Beholder
When roleplaying a monster, remember that all intelligent
creatures exist on a scale, with some personalities being
more extreme and others more cooperative. Even with a
beholder, it is possible to play a "good" character-- with
some caveats. One can be arrogant without being outright
toxic or cruel. A "good" beholder may still think itself
smarter than most... but instead of being tyrannical, your
beholder may simply be a little cocky, or just eager to
show off its knowledge in front of others.
A beholder also does not need to be outwardly
xenophobic or hateful towards humanoids. Your beholder
may find other species charming in a quaint way, not
dissimilar to a cat observing its human hosts. Humanoids
might be dim by your standards, but life is definitely more
fun with them around.
With all that said, sometimes a more self-centered
beholder can make for an interesting cohort. In this sense,
it may be best to remember that beholders are highly
intelligent compared to most races, and are generally not
foolish enough to blatantly backstab those that they have
come to rely on. Even beholders know not to bite the hand
that feeds them. Evil beholders are more likely to think of
their compatriots as pawns that they manipulate to
achieve their own goals.
A final note on roleplaying beholders-- consider whether
or not the two identities/personalities within them are in
sync or not (and whether or not one identity is present
more often than the other). Think about the personalities
as siblings locked inside the same room. Some siblings
work extremely well together, enhancing their combined
skills by covering for the other's weaknesses. A shy
personality may step aside for a more assertive identity to
speak for it, for example.
If your beholder's personalities are not on good terms,
consider how it is that the two identities have not
completely lost it by this point. Maybe the two sides are
competitive with one another, but they (reluctantly) admit
that they cannot function without the other-- both might
have strengths that make the beholder greater than the
sum of its personalities.
Random Eye Rays?
While it is true that the beholder in the Monster Manual
fires its eye rays entirely at random (and so does the
cohort, largely for the sake of balance), it may be harder to
imagine this limitation for a PC beholder, or for a cohort
that stays with the party. Consider the following reasons
why your beholder might fire its eye rays in unpredictable
ways:
In older versions of D&D, it was assumed that not all
eye rays were able to fire in all directions. Your target
may be out of the "line of sight" of one or more eye
rays (or other eye stalks get in the way).
Eye stalks may fire in a chaotic frenzy, partially due to
the beholder's two personalities working in tandem.
Your beholder may panic a little in combat (or have a
certain bloodlust), and their nerves cause them to be
somewhat uncoordinated when it comes to using their
rays in a specific sequence.
Note that outside of combat, though, you should have
more control over which rays you use for accomplishing
basic tasks (DM's discretion). This is because you have
more time (and less pressure) getting in the way.
Beholder Cohorts as PCs
Cohorts are largely based on their counterparts in the
Monster Manual, so know that cohorts generally have
fewer combat options than the average Player Character.
Since cohorts are designed to be sidekicks, stronger
familiars, or substitute animal companions (at least by
default) they are also likely to be a little weaker and slower
to develop than player characters.
However, this does not mean that cohorts are
unsuitable for use as PCs. If you intend to use the
beholder cohort as a full-fledged party member, the
following changes are recommended:
Allow the beholder player to choose a background
normally (though the relevant options may be limited)
Give the beholder the Spellcasting feature of a Wizard,
with Intelligence as their primary spellcasting ability
score. A beholder caster gains spells learned/known,
cantrips known, and the spell slots per day of a wizard
of half their cohort level, rounded down. The beholder
caster uses the Wizard spell list.
A beholder can cast spells without needing material
components (unless those components have a listed
gold value), and it can use the movements of its eye
stalks to fulfill somatic spell requirements. The
beholder can hold costly material components or focus
items in its telekinetic grip. A beholder mage still needs
to use a spellbook (unless the DM decides otherwise).
7
 Inspiration
Creature cohorts were created by me,
u/Mister_Thr33 (MisterThr33 on GMBinder).
Cohorts were largely inspired by two sources:
The "Sidekicks" section of Tasha's Cauldron
of Everything
The Third Edition supplement Savage
Species
If not for the above sources (and the
support of my family and friends), creature
cohorts would likely not exist!

Credits
Note: Lesser Eye Ray and Greater Eye Ray
descriptions include text from the Beholder
(and Spectator) entries in the fifth edition
Monster Manual

Cover art by Rudy Siswanto

(https://www.artstation.com/crutz)
Page 2 art by Anton Tareev
(https://www.artstation.com/tareev)
Page 3 art by Kerembeyit
(https://www.deviantart.com/kerembeyit)
Page 5 art by Goatlord51
(https://www.deviantart.com/goatlord51)
Page 6 art by Alkemistry
(https://www.deviantart.com/alkemistry)
Watercolor stains by Jared Ondricek
(https://watercolors.giantsoup.com/xgte/xgte
bottom-left/index.html)

This is Fan Content

'Creature Cohorts' is unofficial Fan Content
permitted under the Fan Content Policy. Not
approved/endorsed by Wizards. Portions of
the materials used are property of Wizards of
the Coast. ©Wizards of the Coast LLC.

Thank you for reading! More cohorts may be coming

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8
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