Antimagic Cone. Caartoxaph's central eye creates an area of antimagic, as in the antimagic field spell, in a 150-foot-cone. At the start of each of its turns, Caartoxaph decides which way the cone faces and whether the cone is active. The area works against the Caartoxaph's own eye rays.
Legendary Resistance (3/Long Rest). If Caartoxaph fails a saving throw, he can choose to succeed instead.
Clockwork Rejuvenation. If Caartoxaph has his hourglass, he gains 13 (2d12) hit points at the start of his turn.
Spellcasting. Caartoxaph is an 18th-level spellcaster. His spellcasting ability is Intelligence (spell save DC 20, +12 to hit with spell attacks). He has the following wizard spells prepared:
Cantrips (at will): mage hand, prestidigitation, ray of frost
1st level (4 slots): detect magic, magic missile, shield, thunderwave
2nd level (3 slots): detect thoughts, invisibility, mirror image, scorching ray
3rd level (3 slots): counterspell, dispel magic, fireball, slow
4th level (3 slots): blight, dimension door
5th level (3 slots): cloudkill, scrying
6th level (1 slot): contingency, globe of invulnerability
7th level (1 slot): finger of death, plane shift
8th level (1 slot): dominate monster, maze
9th level (1 slot): foresight
Stopwatch Eye. Melee Spell Attack: +12 to hit, reach 5 ft., one target. Hit: 10 (3d6) force damage. The target must succeed on a DC 18 Constitution saving throw 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.
Bite. Melee Weapon Attack: +5 to hit, reach 5 ft., one target. Hit: 14 (4d6) piercing damage.
Warp Time (1/day). As an action, Caartoxaph can expel the stored magic in his hourglass phylactery to cast the time stop spell.
Eye Rays. Caartoxaph shoots three of the following magical eye rays at random (reroll duplicates), choosing one to three targets he can see within 120 feet of him:
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Charm Ray. The targeted creature must succeed on a DC 16 Wisdom saving throw or be charmed by the beholder for 1 hour, or until Caartoxaph harms the creature.
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Paralyzing Ray. The targeted creature must succeed on a DC 16 Constitution saving throw 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.
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Fear Ray. The targeted creature must succeed on a DC 16 Wisdom saving throw or be frightened 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.
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Slowing Ray. The targeted creature must succeed on a DC 16 Dexterity saving throw. 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.
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Enervation Ray. The targeted creature must make a DC 16 Constitution saving throw, taking 36 (8d8) necrotic damage on a failed save, or half as much damage on a successful one.
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Telekinetic Ray. If the target is a creature, it must succeed on a DC 16 Strength saving throw or the beholder moves it up to 30 feet in any direction. It is restrained by the ray’s telekinetic grip until the start of Caartoxaph's next turn or until the beholder is 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. Caartoxaph can also exert fine control on objects with this ray, such as manipulating a simple tool or opening a door or a container.
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Sleep Ray. The targeted creature must succeed on a DC 16 Wisdom saving throw 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.
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Petrification Ray. The targeted creature must make a DC 16 Dexterity saving throw. 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 until freed by the greater restoration spell or other magic.
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Disintegration Ray. If the target is a creature, it must succeed on a DC 16 Dexterity saving throw or take 45 (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.
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Death Ray. The targeted creature must succeed on a DC 16 Dexterity saving throw or take 55 (10d10) necrotic damage. The target dies if the ray reduces it to 0 hit points.
Shield. Caartoxaph casts the shield spell.
Counterspell. Caartoxaph casts the counterspell spell.
Caartoxaph can take 3 legendary actions, using one of the options below. It can take only one legendary action at a time and only at the end of another creature’s turn. Caartoxaph regains spent legendary actions at the start of his turn.
Eye Ray. Caartoxaph uses one random eye ray.
Cantrip. Caartoxaph casts a cantrip.
Stopwatch Eye (Costs 2 Actions). Caartoxaph casts Stopwatch Eye.
Distort Age (Costs 3 Actions). Caartoxaph creates a localized shift in the passage of time. Each non-undead creature within 20 ft. of Caartoxaph must make a DC 18 Constitution saving throw, taking 21 (6d6) necrotic damage on a failed save, or half as much damage on a successful one. Any creature that failed the save rapidly ages 3d6 years. This transformation can only be reversed by the effects of a Greater Restoration or Wish spell.
Description
Caartoxaph Kho is a beholder whose many eyes watch over the city’s darkest corners, each stalk as much a weapon as it is a spyglass for his sprawling mafia empire. He cloaks his criminal dominion in ritual precision, surrounding himself with ticking clocks, jeweled timepieces, and enchanted hourglasses that mark every debt and betrayal. His obsession with time is more than affectation — it is the core of his ambition, for he seeks to bend eternity itself to his will. Behind velvet-draped parlors and shadowed counting houses, he plots to transform a magical hourglass into his phylactery, the anchor of his desired lichdom. To his followers, every second belongs to him, and to defy Caartoxaph is to find one’s time abruptly, violently, and irrevocably ended.
Lair and Lair Actions
Caartoxaph’s Lair
Caartoxaph's lair is a large, spacious cavern with high ceilings, where he can attack without fear of closing to melee range.
Lair Actions
When fighting inside his lair, Caartoxaph can invoke the ambient magic to take lair actions. On initiative count 20 (losing initiative ties), Caartoxaph can take one lair action to cause one of the following effects:
- A 10x10-foot square area of ground within 120 feet of Caartoxaph becomes slimy; that area is difficult terrain until initiative count 20 on the next round. Any creature that ends its turn in the area takes 21 (6d6) poison damage.
- Walls within 120 feet of the beholder sprout grasping appendages until initiative count 20 on the round after next. Each creature of Caartoxaph's choice that starts its turn within 10 feet of such a wall must succeed on a DC 15 Dexterity saving throw or be grappled. Escaping requires a successful DC 19 Strength (Athletics) or Dexterity (Acrobatics) check.
- An eye opens on a solid surface within 60 feet of Caartoxaph. One eye ray of Caartoxaph's choice shoots from that eye at a target of his that he can see. The eye then closes and disappears.
Caartoxaph can’t repeat an effect until they have all been used, and it can’t use the same effect two rounds in a row.
Regional Effects
A region containing Caartoxaph's lair is warped by his unnatural presence, which creates one or more of the following effects:
- Creatures within 1 mile of the Caartoxaph's sometimes feel as if they’re being watched when they aren’t.
- When the Caartoxaph sleeps, minor warps in reality occur within 1 mile of its lair and then vanish 24 hours later. Marks on cave walls might change subtly, an eerie trinket might appear where none existed before, harmless slime might coat a statue, and so on. These effects apply only to natural surfaces and to nonmagical objects that aren’t on anyone’s person.
If Caartoxaph dies, these effects fade over the course of 1d10 days.
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