How to Play a Beholder like a Paranoid Mastermind

How to Play a Beholder like a Paranoid Mastermind

The Xanathar gazed upon its many minions through myriad scrying pools, scanning the entirety of its criminal operation with its ten terrible eye-stalks. The gaze of its massive central eye, however, was cast upon Sylgar, its beloved pet fish.

“Oh, Sylgar,” the Xanathar cooed, its unearthly voice growling with blood-curdling sweetness. “There are so many villains all about me. So many loyal operatives. So many spies!

The beholder roared and hurled a scrying orb to the ground with its telekinetic eye beam, shattering the invaluable magic item upon the stone floor of its sanctum. “Spies… everywhere,” it panted, its gaze flitting back and forth. “Spies and traitors, all seeking to supplant me. At every turn! But no, no, they never will. I am the Xanathar, dear Sylgar! I am invincible!”

The beholder paused for a moment, triumphant, then gasped and looked about, its eye-stalks tense. A shadow flitted across the wall of the Xanathar's sanctum. It snarled, and a ray of guttering black energy burst from one its eyes, scouring the stone wall. The beholder cackled low and at length, and floated towards the shadow—only to scowl with disappointment at what it saw. It had merely attacked its own shadow.

“Did you see that, Sylgar?” the Xanathar growled. “Yes, yes, it was only me this time, but… it could be a shadow demon… an invisible stalker… anything! I could be attacked from any angle, by anyone—even my most trusted lieutenants. I cannot relax my vigilance for even an instant, my sweet pet. To control the underworld, I must be able to see all of the pieces on the board. I must know all, I must see all. Yes, Sylgar. I will never be usurped, not if I possess enough knowledge. Not if I possess enough power.”

Beholders are alien creatures from an unknown realm of horror and madness. They are maniacal tyrants, one and all—but no beholder is more famous than the legendary Xanathar, a crime lord that rules the underworld of Waterdeep from his lair in Skullport. The average citizen or criminal of Waterdeep only knows the Xanathar to be the city's most powerful gangster; only the Xanathar's closest lieutenants and the most powerful mages in Waterdeep know that this gang lord is actually a beholder. And for good reason: beholders are paranoid to a degree that defies human comprehension, and the Xanathar wishes to protect its mysterious identity. As described in Volo’s Guide to Monsters:

“The mind of a beholder is powerful and versatile enough that it can envision literally any possibility, and it prepares accordingly, making it virtually impossible for any invaders to catch it unawares. This way of thinking could be interpreted as a form of paranoia — and if so, it would be the most extreme form imaginable. While a human tyrant might be rightfully paranoid about unperceived threats, a beholder is paranoid even though it perceives everything, because that attitude is the natural companion to eternal vigilance.”

This paranoia is only amplified by power, a thing which a beholder craves over all other things. For example, the Xanathar is the master of the Xanathar Guild, a gang of thieves and killers that strives to control the city of Waterdeep from beneath the Masked Lords’ very noses. The Xanathar holds sway over dozens, if not hundreds, of low-level goons and keeps the company of other powerful lieutenants that help keep the Xanathar Guild running smoothly. Such a creature is caught in a dangerous bind—its power is dependent upon the bonds of loyalty it has created between it and its underlings, but it is unable to truly trust even a single one of its minions, for fear that they will betray it given the slightest opportunity.

A Beholder’s Schemes

The only reason a beholder surrounds itself with powerful minions, trustworthy or not, is because it has dreams of total domination. To quote Volo’s Guide, “A beholder believes it is superior to all other entities,” and the only prize worthy of so superlative a being is the rightful subjugation of all other life. In order to claim its just place atop the hierarchy of the world, a beholder creates, discards, and creates new masterful schemes ad infinitum, creating contingencies for every conceivable outcome. A beholder is able to react perfectly to any action taken by a creature it knows of—and can improvise an ingenious (if generalized) course of action when threatened by creatures it knows nothing about.

Unfortunately, portraying an ultimate alien intelligence is almost impossible for a human Dungeon Master. Volo’s Guide to Monsters includes random tables to help a DM roleplay a beholder, but keeping the infinite schemes of a paranoid mastermind straight in one’s head (while also juggling the other minutiae of DMing) is an impossible task. How is a mortal DM to play an alien super-genius in a way worthy of its intellect?

The easiest way is to cheat. This method’s success, unsurprisingly, relies on the trust and understanding of your gaming group. It also requires you to have fully impressed upon your players the supernatural, all-encompassing preparedness of a beholder. If the players understand that they are facing off against a creature that is playing 4-dimensional chess and is thinking three moves ahead at all times—that is to say, they are playing D&D on Hard Mode—then you can feel free to “unfairly” screw them over at every turn. While exploring a beholder’s lair or when in combat with a beholder, you can roll a d6 whenever the characters perform an action that would reduce the beholder to half its maximum hit points, reduce the beholder to 0 hit points, or directly impact its schemes, such as destroying or stealing a magical device, presenting vital evidence to the City Watch, or killing one of its lieutenants.

Each contingency can only be used once per day, and takes place before the creature can complete the action that activated it. If you roll a contingency that has already been activated, no contingency activates. You can increase the save DCs of these effects to 19 to serve even more powerful beholders, such as the Xanathar.

Beholder Contingencies Table




The target was really an illusion (or was suddenly transposed with an illusion), and the real target is in a hidden safehouse in Skullport.


The creature that activated the contingency becomes the target of a psychic scream spell, affecting only that creature (spell save DC 16).


The creature that activated the contingency becomes the target of a plane shift spell, affecting only that creature (spell save DC 16). On a failed save, it is transported to a random plane.


The creature that activated the contingency becomes the target of a maze spell (spell save DC 16).


The creature that activated the contingency must make a successful DC 16 Wisdom saving throw or be teleported into an unoccupied space within the beholder’s Antimagic Cone.


No contingency activates. The beholder was arrogantly unprepared for so courageous, desperate, or foolhardy a move as the one the activating creature performed. 


A Beholder’s Tenuous Allies

No beholder should ever be encountered alone or unprotected. It may not trust its allies, but it is always surrounded by its guardians—it simply happens to have a contingency plan to kill its guards, just in case. Beholders keep company that thematically fits their particular brand of megalomania. The Xanathar runs one of the most feared criminal organizations in Faerûn; as such, it surrounds itself with humanoid thieves and assassins, especially duergar and drow, as well as vicious torturers and interrogators to squeeze information out of the powerful figures the Xanathar Guild kidnaps.

Similarly, a beholder that wishes to spread the madness of the Far Realm into the world would surround itself with aberrations, but would be wary to place at its side a creature that might overthrow it, such as an aboleth of a mind flayer. A beholder that likes to wage all-out war would use its immense psychic power to create armies of disposable mortal pawns, subjugating entire clans of orcs, hobgoblins, and perhaps even human, elven, or dwarven civilizations. A beholder might ally with a humanoid warlord, but such an alliance would be fraught—both tyrants would know that they would be betrayed the instant the other grew powerful enough to dispose of them.

As suggested in How to Play a Mind Flayer, a creature that relies on minions should probably have enough underlings to create a Hard encounter (as described in the encounter-building section of the Dungeon Master’s Guide), all on their own, even before adding the beholder’s XP to the budget. This creates a very Deadly encounter by the numbers, but a beholder mastermind deserves to have the deck stacked well in its favor.

Fighting like a Beholder

Like any aberration, a beholder is a creature of terror. Use horror techniques (such as those described in How to Play a Mind Flayer and How to Play an Oni) to create tension until the players are about to snap. Then—eye beam!

When playing other monsters, you should reward the characters for outsmarting them or using an unconventional strategy to overcome their wards and contingencies. Do not give them that satisfaction when playing a beholder. Like a spider lurking in its web, a beholder will always strike from surprise and attack its prey under advantageous circumstances.

Your mileage may vary, of course. For some groups, the rush of successfully pulling off an unlikely pan is the best part of D&D. On one hand, you shouldn’t deny your players their favorite part of the game. On the other hand, if you like using villains that the players can outwit through their own cunning and ingenuity, perhaps a beholder is the wrong foe. An ulitharid or an aboleth would be a much better fit for that kind of group!  

A Beholder’s Traits

A paranoid beholder is fully aware of every varied weapon in its arsenal, including the powers of its minions, and uses these traits to their fullest effectiveness. If you are playing a legendary beholder such as the Xanathar, you should give it the Legendary Resistance (3/Day) trait, like many other legendary monsters.

Defenses. Beholders have average Armor Class and abysmal hit points for their challenge rating. Their impressive Intelligence, Wisdom, and Charisma saving throw bonuses help, but with no damage or condition resistances or immunities, beholders will have a hard time surviving in a straight-up fight. Their Antimagic Cone prevents spells or magical effects from functioning within a 150-foot in front of the beholder, which can help shut down enemy spellcasters, but may just hamstring the beholder’s own offense instead by negating its own Eye Rays.

Movement. The beholder’s only mode of transportation is its meager 20-foot flying speed. Once a beholder is in a combat situation, its only real method of escape lies in its schemes and contingencies, such as secret exits or magic-wielding minions that can plane shift it to safety.

Offense. The beholder has only a single attack action, an unimpressive Bite attack. Of course, a beholder reduced to biting its enemies to death has erred tremendously. Its true offense comes in the form of its signature Eye Rays.

Eye Rays. As presented in the Monster Manual, a beholder chooses which eye rays it uses each turn randomly by rolling 1d10. This randomness increases speed of play and makes a beholder unpredictable in combat, but it can make combat with a beholder much easier or much harder depending on how well you roll. If you want to play a beholder like a true mastermind, choose three unique eye rays and their targets instead of rolling randomly.

  1. Charm Ray. While this ray doesn’t deal damage, a charmed fighter is essentially removed from combat for a full hour or until you harm it, with no saves to end the condition. A greater restoration will end the effect, but being charmed is just “low-priority” enough that most players would rather save it for the Petrification Ray. Spellcasters can still aid their party by casting spells that don’t directly harm the beholder, like buff or healing spells, though you may deem that this goes against the spirit of the effect. Final verdict: Use this ray early and often against barbarians, fighters, monks, rangers, paladins, and rogues, but don’t bother against anyone else.
  2. Paralyzing Ray. Paralysis is a devastating effect than can spell doom for any characters, since (most) melee attacks that hit a paralyzed creature are an instant critical hit. Final verdict: This ray is at its most powerful when you have minions to dogpile onto a paralyzed character. Use it at the start of a fight to instantly disrupt the characters’ battle plan and to make the most of your minions.
  3. Fear Ray. Being frightened can really ruin a melee warrior’s day, since they can’t willingly move towards you, and they still have disadvantage on attack rolls even if they are able to attack you. Unlike the Charm Ray, however, they are allowed a save to end the effect at the end of each of their turns. In combat, you’ll generally want to use this ray in the same way as the Charm Ray; to remove a character from the fight until you’re prepared to deal with them. Final verdict: This ray has niche uses, but is most frequently a weaker Charm Ray. Use that ray instead.
  4. Slowing Ray. This ray fills a similar niche in combat to the Charm and Fear Rays by making it harder for a creature to approach attack you. Like the Fear Ray, the advantage the slowing effect has over Charming is that you can still harm the creature you’ve debuffed with this ray. Final verdict: Despite granting you the ability to continue attacking a character you’ve debuffed, it’s generally a more effective strategy to charm a creature and be done with it.
  5. Enervation Ray. This ray is a strictly worse version of the Death Ray, though it strikes a creature’s Constitution saving throw rather than Dexterity. It is a much more consistent option against rogues because their Evasion feature makes targeting their Dexterity saving throw a fool’s errand. Final verdict: Use this ray against rogues, and the Death Ray against everyone else.
  6. Telekinetic Ray. You can use this ray to restrain and throw creatures around the battlefield, yes, but that’s only a mild taste of the fun a beholder can have with this ray. Think of the Gravity Gun in the Half-Life series, or Syndrome’s matter-flinging Zero-Point Energy device in The Incredibles. The beholder can hurl 300-pound boulders straight into characters, fling heavy stone golem guardians across a 30-foot gap to keep the characters busy while the beholder shoots eye beams from a distance. (Remember that since a stone golem is a creature, not an object, the weight limit technically doesn’t apply to it!) Final verdict: This is one of the beholder’s most fun eye beams to use, and its effectiveness is bounded only by your imagination.
  7. Sleep Ray. Under most circumstances, the Sleep Ray is just another lesser Charm Ray. There are some niche cases where forcing a creature to fall unconscious could be more powerful—such as against a flying creature or a creature climbing a cliff—but giving a creature’s allies the ability to simply slap it awake makes this beam an inefficient use of resources. Final verdict: Like most debuff beams, this Sleep Ray is powerful but situational. Use it only if it could be more powerful than the Charm Ray.
  8. Petrification Ray. This ray strikes fear into the hearts of players everywhere. While its initial effect is underwhelming and it requires two failed saving throws to take full effect, the lingering effects of being petrified can make an excellent story moment. Unlike the Charm Ray, petrifying a creature takes it out of a fight completely, making it effective against spellcasting and martial characters alike. Final verdict: The two-round process of being petrified is a steep price to pay, but this ray is narratively and mechanically potent against nearly all creatures.
  9. Disintegration Ray. This deadly ray deals an incredible amount of force damage, a damage type which only a select few creatures can resist. (Path of the Totem Warrior barbarians who chose the Bear Totem at 3rd level are the most notable.) Its most potent power is the fact that it kills a creature when you reduce it to 0 hit points and then destroys the corpse, preventing it from being resurrected by any spell short of a wish or true resurrection. Final verdict: This ray is a fight-finisher. Even if the beholder is killed, it turns triumph into a pyrrhic victory, as the characters must go on a new quest to find incredible magical power if they wish to restore their disintegrated companion to life.
  10. Death Ray. The Death Ray deals more damage than the Disintegration Ray and still instantly kills creatures reduced to 0 hit points, but it lacks the devastating power of turning an opponent to dust. Most notably, the Death Ray still leaves a corpse that can be resurrected by revivify mid-combat. Final verdict: The Death Ray is the beholder’s best damage-dealing ray, and should be used throughout the combat to wear its opponents down, but the Disintegration Ray should always be used to land the finishing blow, if possible.

Legendary Actions. Beholders possess legendary actions, which allow them to use its Eye Rays outside of its own turns. Using this feature to just pump out raw damage is powerful, but it actually gives the “situational” debuff rays (Fear, Slowing, and Sleep) more utility, since you can use them reactively in niche circumstances.

Having Fun Playing a Beholder

Beholders are perfectly suited to being megalomaniacs. They are overlords, crime bosses, terrorist leaders, and any sort of tyrant you can imagine. Beholders deserve more than just an empty dungeon room to float in, and their incredible powers (and meager defenses) make them perfectly suited to commanding hordes of underlings in combat.

Playing their paranoia and scheming to the hilt is a challenge, but it can be fun to try and enter a beholder’s twisted mind. If you’re comfortable doing this, take fifteen minutes and try to imagine a world in which you are on top of the world and everything wants to kill you to steal your power. The people closest to you—your loved ones, your family, your best friends—are the ones you can trust the least. What would that sort of paranoia do to a person? If you can only trust yourself, what sort of blind ego and narcissism would you create to cover the pain of such all-consuming paranoid fear?

In the end, though, all that matters is that you’re playing a beholder in a way that’s fun for you. A sniveling toady of a beholder that serves a powerful dark overlord could be a fun inversion of the usual beholder tropes. And a beholder that serves a faithful mount for a powerful mind flayer could be a fun encounter in its own right! As long as you play this monster in a way that’s fun for you, your enjoyment will be contagious at the game table—as long as it’s not stepping on the players’ fun, that is.  


James Haeck is the lead writer for D&D Beyond, the co-author of the Critical Role Tal'Dorei Campaign Setting, and a freelance writer for Wizards of the Coast, the D&D Adventurers League, and Kobold Press. He lives in Seattle, Washington with his partner Hannah and his beloved, Blofeldian pets, Mei and Marzipan. You can usually find him wasting time on Twitter at @jamesjhaeck.


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