Beholder, Undead

It looks like a beholder. It moves like a beholder. It is not a beholder — it was built, assembled, animated for a purpose you have not yet been told. The large eye looks at you and the air in front of it shimmers with whatever it is about to reflect back at you.

Critical Distinction — This Is Not a Dead Beholder #

The RC is explicit: “All undead beholders are constructs; ‘real’ beholders never become undead.” This creature was created deliberately for a specific evil purpose. It has never been alive in the biological sense. It is an Undead Construct — assembled from the remains or spiritual essence of destroyed beholders, bound together by powerful necromantic magic, and deployed as a purpose-built weapon.

What this means for encounters:

It was sent here. Someone made it and directed it. Finding an undead beholder means finding the architect of its creation.
It has a specific objective — not merely territorial defense or feeding, but a defined mission
It is more powerful than a living beholder in every measurable way
It is recognized as undead only by a Cleric of 25th level or greater — below that threshold it appears identical to a living beholder. Most adventurers will not have this detection capability.

Targeting System — Updated Values #

As with the living beholder, declaring a specific target is required before attacking.

Target	AC (ascending)	HP	Notes
Body	27	90 HP	Regenerates 3 HP/round; killing it forces gaseous form
Front Eye	25	30 HP	Destroying it eliminates the reflection ray permanently
Eye Stalk (any)	18	20 HP each	Does NOT count toward body HP; regenerates in 1d4+1 hours

RC original: AC –4 / –2 / 3 (descending) = Ascending 27 / 25 / 18.

All values are higher than the living beholder (25/23/17) — the undead construct’s body is tougher, its eye is better protected, its stalks more durable. The body has 90 HP vs. the living beholder’s 50. The stalks have 20 HP each vs. 12. This is a substantially harder target across every dimension.

Core Statistics #

Stat	Value
Hit Dice	20d8*** (Body: 90 HP fixed)
AC	27 (body) / 25 (front eye) / 18 (eye stalk)
AV	4 (all targets)
HR	+8
FR	+5
FD	22
Move	60 ft (20 ft encounter) — magical flight, non-magical in nature
Fly	60 ft (20 ft encounter) — twice the living beholder’s speed
Attacks	1 bite (2d10 + energy drain 2 levels) + up to 3 eye rays per round
Save As	Magic-User 20
Morale	12
Treasure	Type L, N, O (×2) — double the living beholder’s hoard
Alignment	Chaotic
CR	24
Size	Medium (4 ft diameter)
Intelligence	Exceptional (INT 16)
XP	14,975

AC/AV Reasoning #

RC original is AC –4 (descending) for the body = Ascending AC 27. This is higher than the living beholder (AC 25) and represents the undead construct’s denser, purpose-built armored shell. AV 4 across all targets — the necromantic reinforcement of the shell provides stronger impact absorption than biological chitin.

Flight distinction — non-magical: The RC states the undead beholder’s flight is a “natural (nonmagical) ability.” This is the opposite of the living beholder, whose flight is magical but dispel-proof. The undead beholder’s flight:

Cannot be dispelled (it is not magical)
Cannot be suppressed by the living beholder’s anti-magic ray equivalent — but the undead beholder does not have an anti-magic ray anyway
Is not affected by the creature’s own reflection ray
Continues at full speed in any magical environment, anti-magic zones, or null-magic planes

HP pools:

Body: 90 HP (fixed)
Front Eye: 30 HP (fixed)
Each Eye Stalk: 20 HP (fixed)
Total stalk HP if all intact: 200 HP (irrelevant to body survivability — stalk damage never counts toward body HP)

Skill Slots #

(27 total — 20 HD = 8 base + 5 at 9 HD + 11 for HD 10–20 + 5 bonus at 20 HD = 29 slots; 7 asterisks = 7 special ability slots; INT 16 Exceptional intelligence)

Standard 20 HD budget: 4 base + 5 at 9 HD + 11 (HD 10–20) + 5 (20 HD bonus) = 25 slots + 7 asterisk slots = 32 slots maximum. This entry uses 27 of those slots, leaving 5 unassigned representing abilities specific to individual constructs’ creation purpose.

Slot	Skill / Ability	Notes
1	HR Investment (Master)	HR +8; the energy-drain bite requires physical contact — precision matters
2	FR Investment (Skilled)	FR +5; telekinesis (Eye 10) and physical manipulation capability
3	Reflection Ray — Front Eye (innate, special)	The central eye reflects spells and Turning attempts. Full mechanics in Reflection Ray section. First asterisk
4	Eye Rays 1–5 (innate, special)	Animate Dead, Charm, Continual Darkness, Death Spell, Energy Drain 1 level. Second asterisk
5	Eye Rays 6–10 (innate, special)	Energy Drain 2 levels, Paralysis, Animate Object, Dispel Magic 26th level, Telekinesis. Third asterisk
6	Regeneration — 3 HP/round (innate, special)	Full mechanics below. Fourth asterisk
7	Gaseous Form at Will (innate, special)	Full mechanics below. Fifth asterisk
8	Weapon Immunity — +1 and below (innate, special)	Normal, silver, and +1 magical weapons deal zero damage. Only +2 or better enchantment can harm the body. Sixth asterisk
9	Energy Drain Bite — 2 levels (innate, special)	The bite drains 2 experience levels as a vampire. Seventh asterisk
10	Undead Immunities (innate)	Immune to: all Charm effects, Hold effects, Sleep effects, illusions, death rays, and poison. These apply to eye rays, spells, and environmental effects equally
11	Alertness (Master)	Cannot be surprised. 360-degree stalk coverage with the specific exception noted in the RC: only 3 eyes can aim in one direction (vs. 4 for the living beholder) — EXCEPT when targeting above the body, where all 10 eyes can aim upward simultaneously
12	Knowledge — Necromancy (Master)	Deep understanding of undead, energy drain, animation, and necromantic magic. It knows the precise effect of each level drain on different character classes, and prioritizes targets accordingly
13	Knowledge — Magic (Master)	Identical to the living beholder — recognizes spells by casting components, identifies magical items by sight, knows the reflection ray’s limitations and exploits them
14	Language (Master)	Speaks many languages per RC. As a construct it may speak languages its creator knew
15	Tactical Intelligence (innate)	See Tactics section — the undead beholder fights with even more deliberate precision than the living beholder because it has a defined mission it is optimizing toward
16	Intimidation (Grand Master equivalent)	An undead version of an already-terrifying creature. Creatures of 7 HD or fewer seeing it must Save vs. Spells or be affected as per Eye 7 (Paralysis) for 1 round from sheer terror — this is presence effect, not an eye ray
17	Danger Sense (Expert)	Tracks geometric position of all threats relative to its vulnerable zones. Senses when Turning is being prepared (clerics adopt a specific stance) and rotates to face them
18	Continual Darkness Management (tactical)	The RC states the undead beholder “usually keeps several areas of continual darkness near its location.” It pre-deploys Eye 3 to create darkened zones in its chamber that force opponents to fight blind while the undead beholder navigates freely (it is undead and does not rely on vision)
19	Deception (Expert)	The construct can interact socially — its creator gave it communication capability for a purpose. It may appear to negotiate while actually positioning for an attack
20	Military Tactics (Grand Master equivalent)	See Tactics section
21	Mysticism (Expert)	Understanding of the reflection ray’s metaphysics — what it can and cannot reflect, how it interacts with area vs. targeted spells, and how to maximize its coverage through body rotation
22	Survival — Gaseous Form Recovery (innate)	Knows its own recovery requirements (1 hour in total darkness) and pre-positions darkness zones accordingly — see Gaseous Form mechanics
23	Animate Dead application (tactical)	When Eye 1 is used to create undead in combat, the undead beholder directs their positioning immediately — they are not random attackers but tactical assets placed to defend the body’s flanks or harass specific party members
24	Detect Deception (Expert)	As with the living beholder — INT 16 with multiple independent sensory inputs makes lying to it very difficult
25	Bargaining (Expert)	As a construct with a mission it may not freely negotiate — but it can simulate negotiation to gain tactical information
26	Purpose Knowledge (innate — varies by individual)	Each undead beholder was created for a specific evil purpose. This slot represents whatever specialized knowledge its creator embedded — dungeon layout, target identification, specific magical countermeasures for known opponents. The DM determines the specific knowledge
27	Gaseous Form — Offensive Application	The undead beholder can use gaseous form offensively — moving through sealed doors, thin cracks, and ventilation shafts to reposition in a room the party thought was cleared. See Gaseous Form section

The Reflection Ray — Complete Mechanics #

The undead beholder’s central eye projects a reflection ray. This is fundamentally different from the living beholder’s anti-magic ray — it does not suppress magic, it redirects it.

Geometry #

The reflection ray projects from the front eye in the same cone geometry as the living beholder’s anti-magic ray:

60 ft range, straight out in front of the body
Cannot be aimed above or behind the creature — only straight forward (horizontal)
The undead beholder rotates constantly to keep the front eye facing active spellcasters and clerics

What the Reflection Ray Does #

To spells cast at the creature from within the front arc: The spell is reflected back at the caster. The caster becomes the target of their own spell with full effect. This is not a save — the reflection is automatic.

Critical distinctions from anti-magic:

Magic is not suppressed — it is redirected
A Fireball reflected back at the caster deals full Fireball damage to the caster (and anyone near them)
A Charm Person reflected back forces the caster to save vs. Spells or be charmed by themselves (DM adjudication — practically this means they are charmed and the undead beholder is now “the one who cast the spell” for control purposes)
A Hold Person reflected back holds the caster
A Lightning Bolt travels back the full distance to its origin point, potentially hitting the caster and anyone behind them

The area spell question: Does the reflection ray reflect area spells? The RC says “any spell cast at the monster from this direction is reflected.” For targeted spells (spells with a single target) the reflection is clear. For area spells the DM must adjudicate:

Targeted spells (Magic Missile, Hold Person, Charm, Disintegrate): Reflected back at the caster, full effect
Area spells targeted at the undead beholder’s location (Fireball, Cloudkill): The DM may rule these are reflected (origin point shifts to the caster’s position) or that they function normally but the undead beholder’s immunities apply. The RC’s wording “cast at the monster” suggests targeted rather than area spells are reflected, but the DM should establish this clearly before the encounter
Beneficial spells cast at the undead beholder (Cure, Bless): Reflected back at the caster — this means a cleric who tries to un-curse the construct by casting Remove Curse has it reflected back as a Remove Curse on themselves, which is harmless but wastes the spell

Turning Undead reflection: This is a specific interaction the RC addresses explicitly. Any Turning Undead attempt from the front arc:

Is “reflected back on the cleric”
The cleric must Save vs. Spells or run in fear for 2d6 rounds
The Turning itself has no effect on the undead beholder

Mechanical implementation of Turning reflection: The Cleric’s turning roll is made normally. Regardless of the result, the reflection triggers. The Cleric saves vs. Spells (standard, no modifier). On a failed save: the Cleric flees in terror for 2d6 rounds — they cannot attempt Turning, cannot cast spells, and must move away from the undead beholder at full movement. On a successful save: the Turning attempt was still reflected and had no effect on the undead beholder, but the Cleric does not flee.

Circumventing the reflection: The reflection ray covers only the front arc. To cast spells or Turn from outside the front arc:

Attack from behind the undead beholder (it rotates to face active casters — this requires maneuvering while the party distracts it)
Attack from above (the ray cannot angle upward — a Fly spell positions a caster above and behind the front eye cone)
Destroy the front eye (30 HP at AC 25 — difficult but the correct strategic priority if the party lacks maneuvering capability)

Regeneration — 3 HP/Round #

The undead beholder’s body regenerates 3 HP per round beginning immediately after it takes damage.

Mechanics:

Regeneration starts the round after first damage is taken
3 HP recovered at the start of each subsequent round
No maximum per round — it always recovers 3 HP per round while above 0 HP
Does not apply to eye stalks — the RC specifies “the monster’s body regenerates” and separately states damaged/lost eyes “grow back in 1d4+1 hours” — this is much slower than body regeneration and is a separate mechanic

Regeneration vs. attack rate: Against a party dealing sustained damage, the 3 HP/round regeneration is significant over a long combat but does not outpace heavy focused fire. A party dealing 30 HP per round to the body (net 27 HP progress per round) kills the body in approximately 4 rounds. A party dealing 10 HP per round to the body (net 7 HP progress per round) needs approximately 13 rounds — during which the undead beholder has 13 rounds of eye ray attacks.

The implication: The undead beholder rewards burst damage — focus-firing with maximum output to overcome regeneration quickly. A party that spreads damage across multiple targets (stalks and body simultaneously) may find the regeneration outpacing body damage while stalks slowly go down.

Gaseous form at 0 HP: When the body reaches 0 HP, the undead beholder does not die — it is forced into gaseous form and regeneration ceases. See Gaseous Form section.

Gaseous Form — Complete Mechanics #

Voluntary Gaseous Form #

The undead beholder can assume gaseous form at will. In gaseous form:

It has no special abilities — no eye rays, no bite, no reflection ray, no energy drain
It cannot be harmed except by magic that affects air — physical weapons pass through it, most spells have no effect
It cannot use any special abilities during the round it transitions to or from gaseous form — this is a full-round action creating a window of opportunity
Movement continues at standard speed — it drifts through corridors, under doors, through cracks

What “magic that affects air” means:

Control Weather (affects air)
Air Blast type effects
Wall of Force can contain it if it forms a sealed barrier
Area fire magic (Fireball, Burning Hands) — DM adjudication; fire displaces/disrupts air
Wind Wall, Wall of Wind — can redirect or contain gaseous movement
Most combat spells (Magic Missile, Lightning Bolt, Disintegrate) — have no effect
Dispel Magic — DM adjudication; the gaseous form is magical but the creature is not a spell

Forced Gaseous Form (at 0 HP) #

When the body reaches 0 HP from damage, the undead beholder is forced into gaseous form:

Regeneration stops immediately and does not resume until the recovery condition is met
The creature drifts to wherever it has pre-positioned darkness zones
It cannot be attacked during gaseous form except by air-affecting magic
Recovery condition: Rest for 1 hour in total darkness — the construct requires complete absence of light to re-knit
After 1 hour in darkness, regeneration resumes, and it can return to solid form with 1 HP plus 3 HP per round thereafter
Pre-positioned darkness zones (from Eye 3, Continual Darkness): The undead beholder routinely keeps multiple darkness zones in its chamber specifically for this recovery purpose — they are positioned in corners, alcoves, and ceiling recesses that the party is unlikely to fully illuminate

The recovery counter-strategy: The party can potentially prevent recovery by illuminating all darkness zones in the creature’s lair before forcing it to 0 HP. A Light spell (Continual Light is better) cast into each pre-positioned darkness zone neutralizes it. A party that does this reconnaissance before engaging has potentially removed the undead beholder’s safety net — once forced to 0 HP it cannot recover nearby and must find natural darkness to rest in, buying the party time to finish it.

If the party does not illuminate the darkness zones: The undead beholder retreats to darkness, recovers, returns — fully regenerated — to continue its mission. This encounter is not won by reaching 0 HP once.

Offensive Gaseous Form #

The undead beholder also uses gaseous form offensively — not during combat but for tactical repositioning:

Passing through a sealed door to enter a room the party believed was safe
Moving through ventilation shafts to flank the party
Escaping a room that has been sealed against its solid form
Reaching a pre-positioned darkness zone through a crack in the wall

This is the construct aspect of its nature — it was designed for a purpose, and gaseous form is a delivery mechanism for reaching that purpose’s location.

Weapon Immunity — +2 or Better Required #

Normal weapons, silver weapons, and +1 magical weapons deal zero damage to the undead beholder. Only weapons with a magical bonus of +2 or greater can harm it.

Mechanic: Attacks with non-qualifying weapons are not reflected or negated — they simply deal 0 damage. The attack roll still applies (the weapon connects) but the body absorbs the impact without effect.

AV interaction: Against qualifying weapons (+2 or better), AV 4 applies normally — the base weapon damage is reduced by the standard AV mechanic after the guaranteed 1 HP penetration.

Eye stalk targeting and weapon immunity: The same weapon restriction applies to eye stalk attacks — a +1 sword striking a stalk deals 0 damage even though the stalk has AC 18.

Spells are not restricted: The weapon immunity applies only to weapon attacks. Spells of any level, if not reflected by the front eye, deal full damage (subject to AV). This means approaching from behind the front eye cone and using spells is the primary damage strategy for parties without +2 weapons.

The practical equipment check: Before engaging an undead beholder, the party should inventory their weapons. A party whose strongest fighter has only a +1 sword cannot damage the body through melee. This is not a difficult challenge — it is a “did you prepare?” gate. A party that finds an undead beholder without +2 weapons needs to either retreat and acquire better equipment or rely entirely on spells cast from outside the front arc.

Eye Rays — Complete Mechanics #

How the Undead Beholder’s Eye System Differs from the Living #

3 eyes per direction (not 4): The RC states only 3 small eyes can aim in one direction simultaneously, vs. the living beholder’s 4. This reduces maximum directional firepower slightly.

Exception — targeting above: If a target is above the creature, all 10 small eyes can aim upward. The undead beholder is aware of the living beholder’s downward blind spot and its design explicitly corrects for it in the upward direction — the entire eye array can concentrate on aerial threats.

Conservative firing rate: The RC states it “often uses only two small eyes per round unless seriously threatened.” The undead construct is operating on a mission — it conserves specific eye powers for specific purposes rather than firing everything every round. It fires 2 eyes in low-priority encounters and ramps to maximum when seriously threatened.

Eye stalk regeneration: 1d4+1 hours per stalk (vs. 2d4 days for the living beholder). The undead construct repairs itself much faster than the living beholder regenerates biologically. Destroying stalks is a shorter-term tactical advantage against the undead variant — a fight that ends and resumes the next day finds all stalks restored.

The Ten Eyes — Individual Mechanics #

Eye 1 — Animate Dead Range: 60 ft Effect: As the Cleric spell Animate Dead Effect in combat: Animates corpses within range. In a dungeon environment this means any slain humanoids in the chamber — including recently killed party members’ bodies — can be animated as undead servants. The undead beholder typically uses this to animate fallen enemies as a defensive screen, placing them between itself and the surviving party. Tactical priority: Used immediately on any slain character. The psychological impact of fighting a newly-animated version of your party member is significant. Animated dead created this way are under the undead beholder’s control.

Eye 2 — Charm (as Vampire) Range: 120 ft Save: Save vs. Spells at –2 penalty Effect: As vampire charm — the target is deeply charmed, treating the undead beholder as a trusted master. The –2 penalty to the save makes this significantly harder to resist than standard Charm Person. Tactical priority: Used against the party’s strongest Fighter first — turning them against the spellcasters is the highest-value application. The –2 save penalty means even high-level Fighters need to roll well to resist.

Eye 3 — Continual Darkness Range: 120 ft Effect: Creates a Continual Darkness in a 15 ft radius at the target point Duration: Permanent until negated by Continual Light Tactical priority: Pre-deployed before combat begins. During combat used to darken the area around a specific party member, blinding them (–4 to attack rolls, lose DEX bonus to AC) while the undead beholder navigates freely through its own darkness zones. Can also be used to counter a party member who casts Continual Light — the two effects cancel each other.

Eye 4 — Death Spell Range: 120 ft (vs. 240 ft for living beholder) Effect: As the Magic-User spell Death Spell — slays up to 4d8 HD of creatures with 8 or fewer HD, no saving throw Note: Shorter range than the living beholder’s version (120 ft vs. 240 ft) but still devastating against low-HD targets with no save. Tactical priority: First round, against clustered low-HD party members or henchmen. The no-save effect makes this the highest-priority opening shot against mixed-level parties.

Eye 5 — Energy Drain 1 Level (as Wight) Range: 60 ft Effect: One level of experience permanently drained. No saving throw. Tactical priority: Used against characters who survived the Death Spell. A Cleric drained one level may drop below the threshold for a specific Prayer rank ability. A Magic-User drained one level loses a spell slot. Used against targets the undead beholder identifies as threatening through their spell effects or Prayer abilities.

Eye 6 — Energy Drain 2 Levels (as Spectre) Range: 60 ft (assumed, matching Eye 5’s range) Effect: Two levels of experience permanently drained. No saving throw. Tactical priority: Reserved for the highest-level, most dangerous party member — the Grand Master Fighter or the 15th-level Magic-User. Losing two levels simultaneously is potentially catastrophic for any character. Used in “seriously threatened” mode.

Energy drain interaction with the bite: The bite also drains 2 levels (as vampire). In a round where a character is within bite range AND targeted by Eye 6, that character potentially loses 4 levels in a single round — almost certainly fatal to the character’s continued viability in the campaign regardless of HP survival.

Eye 7 — Paralysis (as Ghoul) Range: 60 ft Effect: Target is paralyzed for 2d4 rounds (standard ghoul paralysis duration) Save: Save vs. Paralysis (standard) Special: Elves are immune to this ray — per RC explicit statement Tactical priority: Used against characters who have gotten within melee range. A paralyzed Fighter in melee range can be bitten for 2d10 + 2 level drain every round with no defensive response.

Eye 8 — Animate Object Range: 60 ft Effect: As the Cleric spell Animate Objects — animates a non-living object to fight Tactical priority: Used in the undead beholder’s lair where it has pre-positioned suitable objects — stone furniture, weapon racks, armor displays, cave formations. Animated objects serve as physical obstacles and attackers while the undead beholder fires eye rays from behind them. A party entering the undead beholder’s chamber may face both the creature and animated furniture simultaneously.

Eye 9 — Dispel Magic (26th level) Range: 60 ft (assumed based on other close-range effects) Effect: As Dispel Magic cast by a 26th-level caster — effectively dispels any magic effect in the game Tactical priority: Used to strip party protections — Haste, Protection from Evil, magical armor bonuses, sustained spells, Mote effects. At 26th caster level it dispels essentially any active spell effect. Used against the most buffed party member before Energy Drain eyes target them. Self-use: Can also be used to dispel enemy magic effects on the undead beholder itself — if a party member manages to land a Hold Monster or Slow effect, the undead beholder can dispel it with Eye 9.

Eye 10 — Telekinesis Range: Unspecified (use living beholder’s 120 ft) Weight: 4,000 cn (approximately 400 lbs — slightly less than the living beholder’s 5,000 cn) Effect: As Telekinesis — moves objects or creatures within weight limit Save: Save vs. Spells to resist for creatures Tactical priority: Uses include all the living beholder’s applications (moving party members into unfavorable positions, disarming, repositioning) with the additional use of moving party members into pre-positioned Continual Darkness zones — leaving them blinded and helpless while the undead beholder focuses other eyes on the rest of the party.

The Bite — Energy Drain 2 Levels #

Attack: HR +8 vs. AC Damage: 2d10 (physical) + 2 experience levels drained (as vampire, no saving throw)

The energy drain from the bite is immediate and permanent — the target loses 2 levels of experience the moment the bite connects. This is not a save-or-drain; it is automatic on a successful hit.

Level drain consequences (Skills-Based BECMI):

Loss of 2 levels reduces HD, HP maximum, attack bonus (HR and FR), and saves proportionally
A character reduced to 0 effective levels (or below) dies and rises as an undead under the undead beholder’s control — animated by the creature’s necromantic essence
Characters reduced to exactly 0 levels: DM adjudication — they may simply die (no undead animation) or may animate as the undead beholder’s servant depending on campaign context

The bite + Eye 6 combination: In a round where the undead beholder bites a character (2 levels drained) and fires Eye 6 at the same target (2 additional levels drained) — 4 total levels lost in one round. Against a 7th-level Fighter this leaves them at 3rd level with dramatically reduced capabilities. Against a 4th-level Magic-User this kills them. Used against the most dangerous party member in “seriously threatened” mode.

Tactics — INT 16 Construct Combat Doctrine #

The undead beholder fights with even more deliberate precision than the living beholder because it has a defined mission and does not fight for feeding or territory — it fights in service of its creator’s objective.

Chamber Preparation (Before Party Arrives) #

The undead beholder pre-deploys its environment:

Continual Darkness zones (Eye 3, permanent): Multiple zones positioned in recovery-retreat locations (corners, alcoves, ceiling spaces) and in ambush positions near likely party movement paths
Animated Objects (Eye 8): Furniture, statues, and suitable objects pre-animated and positioned as a physical screen
Positioning: Self-positioned at maximum distance from the entry point, elevated (10 ft altitude) to exploit the upward-eye concentration advantage against aerial attackers, front eye facing the entry

Round 1 (Before Party is Within Melee Range) #

With INT 16 tactical assessment:

Eye 4 (Death Spell) against clustered low-HD party members if any visible — no save, immediately removes hirelings and low-level members
Eye 2 (Charm –2 save penalty) against the most dangerous Fighter visible — turning them against the party is the highest-value action
Eye 3 (Continual Darkness) on the most dangerous Magic-User — blind them before they can cast
Rotation to face the remaining spellcasters with the reflection ray

Sustained Combat (Rounds 2+) #

The conservative 2-eye firing rate escalates based on threat level:

Low threat (party is clearly losing): 2 eyes per round, maintaining Energy Drain pressure
Medium threat (party is holding): 3 eyes, adding Dispel Magic (Eye 9) to strip protections
High threat (party might win): Full 3 eyes per direction, bite as often as possible, Eye 6 + bite combination on the most dangerous remaining character

When Body HP Reaches Critical (30 HP or Below) #

The undead beholder switches to its gaseous form option:

If Continual Darkness zones are intact: Gaseous form at 0 HP → retreat to darkness → recover → return
If party has cleared darkness zones: This option is degraded; the undead beholder fights harder to not reach 0 HP
Eye 8 (Animate Object) creates additional physical obstacles to slow the party’s pursuit in gaseous form

Comparison with Living Beholder #

Feature	Living Beholder	Undead Beholder
Body HP	50	90
Front Eye HP	20	30
Stalk HP	12 each	20 each
Body AC	25	27
Weapon requirement	Any magical	+2 or better only
Regeneration	None	3 HP/round
Gaseous form	No	At will / at 0 HP
Front eye	Anti-magic ray	Reflection ray
Stalk recovery	2d4 days	1d4+1 hours
Eyes per direction	4	3 (but 10 vs. aerial)
Move speed	30 ft	60 ft
Bite drain	None	2 levels (as vampire)
Undead immunities	No	Yes (Charm, Hold, Sleep, death ray, poison)
Turning	Affected normally	Reflected back at Cleric
CR	18	24
XP	5,100	14,975
Origin	Biological	Constructed for purpose
Rarity	Rare	Very Rare

The front eye difference is the most important: The living beholder’s anti-magic ray suppresses magic (safe for the party — they can approach without being killed by their own spells). The undead beholder’s reflection ray redirects magic (dangerous — casting spells from the front puts the caster at risk of their own most powerful effects). Against the living beholder, magic is suppressed in the front arc and works in the side/rear arcs. Against the undead beholder, magic is potentially lethal from the front arc and works in the side/rear arcs.

Habitat & Ecology #

Not territorial — mission-directed: The undead beholder is stationed at a location relevant to its creator’s purpose, not one it chose for feeding or comfort. Its lair is wherever it was deployed.

Keeping darkness: The RC states it “usually keeps several areas of continual darkness near its location.” This is the construct’s most important preparation behavior — anticipating the need for gaseous form recovery before combat begins. A well-prepared undead beholder has 4–6 Continual Darkness zones positioned before any encounter.

Treasure Type L, N, O (×2): Double the living beholder’s treasure. The ×2 multiplier presumably reflects:

Items brought by its creator as part of its deployment
Items accumulated during the extended period it has been stationed at its location
Items taken from challengers who failed to defeat it before being killed or drained

The creator’s purpose: The most important campaign element. Who made this and why? The undead beholder’s specific eye suite (heavy on energy drain, Animate Dead, Continual Darkness) suggests its purpose involves controlled necromantic activity — raising undead, draining living opponents, maintaining darkness for some specific objective. Finding the creator and understanding the purpose is the adventure hook.

Recognition difficulty: Only a Cleric of 25th level recognizes the creature as undead on sight. A party without such a Cleric will approach it as they would a living beholder — correct on tactics (similar geometry rules, similar positioning principles) but incorrect on capabilities (they will not know about the weapon immunity, the energy drain bite, the reflection ray vs. anti-magic ray, or the regeneration). The first round of the encounter may teach them these differences the hard way.

Encounter Notes #

The intelligence failure problem: The party likely does not know what they are facing is undead (absent a 25th-level Cleric). Their prepared tactics for a living beholder will partially work but fail at critical points:

They attempt Turning → reflected back, Cleric may flee in terror
They charge with +1 magic weapons → zero damage, confusion about why the creature seems invulnerable to magic
The spellcaster fires a Fireball from the front arc → the Fireball comes back at them

These failures are not TPK events on their own — they are teaching moments that reshape the party’s understanding mid-encounter. A clever party adapts. A party that continues the same tactics that are failing dies.

Priority target: The front eye (30 HP, AC 25): Destroying the front eye removes the reflection ray — after which the party can cast spells normally from any angle. This is the correct priority for parties that cannot reliably maneuver around the front arc. AC 25 means a Fighter with HR +8 hitting on an 17+ — approximately 20% per round, meaning roughly 5 rounds to land a hit, and the stalk has 30 HP with AV 4 reducing each hit. Budget approximately 8–10 serious attack rounds from a skilled Fighter to destroy the front eye.

Priority target: Pre-positioned Continual Darkness zones: Before engaging, illuminate every darkness zone in the chamber. Continual Light cast into a Continual Darkness zone cancels both effects. A party that eliminates all pre-positioned darkness zones removes the undead beholder’s recovery option — once forced to 0 HP it cannot recover nearby.

CR 24 justification:

20 HD base = CR 20
7 asterisks = +7 → CR 27 theoretical maximum
Reduced to CR 24 for: reflection ray can be circumvented (approach from behind/above), gaseous form recovery requires pre-positioned darkness (removable), weapon immunity is static (a prepared party with +2 weapons bypasses it entirely), 3 eyes per direction vs. 4 for living
Against a party without +2 weapons: CR 26 — the weapon immunity combined with the reflection ray makes it essentially unkillable through conventional means
Against a party with Continual Light capability and +2 weapons approaching from behind the front arc: CR 20