Large Swarm of Medium humanoids, Any Lawful Alignment
Armor Class 17 Natural Armor
Hit Points 85 (100d20 + 2500)
Speed 20 ft., Climb 20 ft., Fly 50 ft.
STR
16 (+3)
DEX
15 (+2)
CON
16 (+3)
INT
12 (+1)
WIS
13 (+1)
CHA
11 (+0)
Saving Throws CHA +7
Damage Immunities Acid, Cold, Lightning, Slashing
Senses Blindsight 120 ft. bubble, Darkvision 120 ft. bubble, Truesight 120 ft. bubble, Passive Perception 8
Languages All --
Challenge 23 (50,000 XP)
Proficiency Bonus +7
Traits

Amorphous. The beholder can move through a space as narrow as 1 inch wide without squeezing.

Corrosive Form. A creature that touches the beholder hits it with a melee attack while within 5 feet of it takes 4 (1d8) acid damage. Any nonmagical weapon made of metal or wood that hits the pudding corrodes. After dealing damage, the weapon takes a permanent and cumulative −1 penalty to damage rolls. If its penalty drops to −5, the weapon is destroyed.

Anyone and everyone. This beholder can shapeshift into any humanoid it has seen, and 2 humanoids of its own creation. It can also transform into any beast that is medium or larger or any beholder. 

Dimensional pockets.  Each beholder has a small dimensional pocket in a 50 x 50 x 50 cube, that they fill with weapons, books, treasure, and artifacts. 

Nonmagical ammunition made of metal or wood that hits the pudding is destroyed after dealing damage.

The pudding can eat through 2-inch-thick, nonmagical wood or metal in 1 round.

Spider Climb. The pudding can climb difficult surfaces, including upside down on ceilings, without needing to make an ability check.

Ooze formality. Can dodge any 7 attacks completely unless the attack has fire, ice, or extreme winds. 

Actions

Pseudopod. Melee Weapon Attack: +5 to hit, reach 5 ft., one target. Hit: 6 (1d6 + 3) bludgeoning damage plus 18 (4d8) acid damage. In addition, nonmagical armor worn by the target is partly dissolved and takes a permanent and cumulative −1 penalty to the AC it offers. The armor is destroyed if the penalty reduces its AC to 10.

Black beam. Ranged attack: +7 to hit, 120 ft. range, Hit: 2d10 +3 necrotic damage. A black beam shoots off of the creature and hits the creature who knocks them back 15 ft.

Reactions

Split. When a pudding that is Medium or larger is subjected to lightning or slashing damage, it splits into two new puddings if it has at least 10 hit points. Each new pudding has hit points equal to half the original pudding's, rounded down. New puddings are one size smaller than the original pudding.

Anyone and everyone. This beholder can shapeshift into any humanoid it has seen, and 2 humanoids of its own creation. It can also transform into any beast that is medium or larger or any beholder. 

Dimensional pockets.  Each beholder has a small dimensional pocket in a 50 x 50 x 50 cube, that they fill with weapons, books, treasure, and artifacts. 

 

Mythic Actions

The beholder has 3 lives and has a new amount of health each time. After the third death, the beholder turns to dust and an artifact that gives one power to enter into their dimension drops. 

 

Every turn it heals 100 health, and all conditions are removed every other turn.

Monster Tags: DemonShapechangerBeholderhumanoidmonstrosity

Habitat: SwampUnderdarkUnderwater

Itakion

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