Hit Dice: 11d8+11
Initiative: +4 (Imp. Init)
Speed: 5', Fly 20' (good)
AC: 17 (-1 size, +8 natural)
Attacks: 4 Tentacles +9 melee
Damage: Tentacle d4+2
Face/Reach: 5' x 5' / 5'
Special Attacks: Multi-Psionic Assault, Mind Blast, Improved Grab, Extract, Psionics
Special Qualities: Null Psionics Cone, Fly, SR 30, Telepathy, Schism
Saves: Fort +4, Ref +3, Will +11
Abilities: Str 14, Dex 10, Con 12, Int 20, Wis 18, Cha 20
Skills: Concentration +12, Hide +7, Knowledge(Psionics) +12, Listen +16, Psicraft +16, Search +16, Spot +17
Feats: Alertness, Flyby Attack, Improved Initiative, Iron Will, Combat Manifestation
CR: 17 (estimated)
Treasure: Double Standard
Alignment: Usually lawful evil
Advancement: 12-16 HD (Large), 17-33 HD (Huge)
The reproductive habits of the Illithid are little known (and little cared-about) by most. A few, however, know their dark and terrible secret. Humanoids are more than just cattle to them...they are hosts to the Illithid young through a terrifying process known as Ceremorphosis. The process of Ceremorphosis has been attempted on non-humanoids before, usually meeting with complete failure. There are a few rare exceptions that have occured. One is with the Roper, producing a less-mobile but no less capable creature, an able guardian for an Illithid community, even while being a second-class citizen. No mention is made of one of their other "successes", gone horribly wrong, and no further attempts have been made to use Ceremorphosis on Beholders. Previous efforts had failed, as a single tadpole had been unable to consume the whole of the Beholder mind. This time, they decided to use two, in hopes that one would eventually overtake and destroy the other. They were horribly wrong, and it gave rise to a terrifying creature with a Beholder's paranoid and a split personality. The one Illithid colony where the first Beholithid was created, long past, was wiped out entirely by their creation, a monstrosity that left only a few struggling tadpoles in it's wake (there's a Neolithid there now, if you visit it's birthplace). Worse still, however, was the fact that the Beholithid bred true, proving capable of producing new Beholithid on it's own. There are blessed few of them now, but in time, their numbers may well grow. A Beholithid only vaugely resembles it's "parent" forms. A massive floating sphere it remains, but it's one large central eye is pupilless, milky, octopi-like. It's flesh, rather than covered in thick hide plates, is also octopi-like, soft and rubbery. The large, cavernous maw is replaced by a round mouth, surrounded in four tentacles, at the very bottommost part of the sphere, while the top is absent the characteristic eyestalks, replaced instead with ten large swellings. The powers of the Beholithid are terrible to behold, largely due to the lack of the true Beholder's limitation on aiming and firing. The Beholithid's powers are purely Psionic in nature. As a severe abberation to the Beholder norm, any Beholders aware of Beholithids will hunt them down with astonishing fervor. As a dire threat to their underground lairs, the Mind Flayers seek to destroy Beholithids, though with grave caution.
Mind Blast (Sp): This attack is a cone 60' long. Anyone caught in this cone must succeed at a Will save (DC 19) or be stunnded for 3d4 rounds. The Beholithid will frequently open with this power, then use others to bring down other foes, departing with one victim (or consuming them on the spot) after others are subdued.
Psionics (Sp): At will - Astral Projection, Plane Shift, Feel Light, Ubiquitous Vision. These abilities are as powers manifested by an 11th level Psion (Save DC 15 + Power level).
Improved Grab (Ex): This ability may be used against any creature from Small to Gargantuan (although it must be near the head of larger creatures). The Beholithid must hit with a tentacle attack. If it gets a hold, it attaches the tentacle to the opponent's head. After a successful grab, the Beholithid can try to attach it's remaining three tentacles with a single grapple check (Grapple +?). The opponent can escape with a single successful grapple check or Escape Artist check, but the Beholithid gains a +2 circumstance bonus for every tentacle that was attached at the beginning of the opponent's turn (typically +8).
Extract (Ex): A Beholithid that begins its turn with all four tentacles attached and successfully maintains its hold (grapple check) automatically extracts the opponent's brain, instantly killing that creautre.
Telepathy (Su): A Beholithid can communicate telepathically with any creature within 100' that has a language.
Null Psionics Cone (Su): A Beholithid's eye continuously produces a 150' Null Psionics cone extending straight ahead from the creature's front. This functions just like a Null Psionics Field manifested by a 13th level Psion. All Psionic and Supernatural powers and effects within the cone are supressed, even the Beholithid's Multi-Psionic Assault powers. Once each round, during its turn, the Beholithid decides which way it will face, and whether its Null Psionicss cone is active nor not (the Beholithid deactivates the cone by shutting its central eye). Note that a Beholithid usually conducts its tentacle attacks creatures that are directly below it (although it does have 5' reach), and thus not within its eye's gaze.
Fly (Ex): A Beholithid's body is naturally buoyant. This buoyancy allows it to fly as the spell as a free action, at a speed of 20'. This buoyancy also grants it a permanent feather fall effect with personal range.
Schism (Ex): As a result of the dual nature of the Beholder mind, consumed by two different Illithid tadpoles, the Beholithid posesses a continuous Schism effect. Typically, in combat, one mind will focus on movement and tentacle attacks (and brain extraction), while the other will place it's concentration on the Multi-Psionic Assault.
Multi-Psionic Assault (Sp): The Beholithid has the uncanny ability to manifest multiple specific powers simultaneously on multiple targets through the growth of numerous psionic brain-masses within it's body. These brain-masses function very similarly to a normal Beholder's eyestalks. One of the Beholithid's two Schism-minds may initiate one, several, or all of these powers on targets in the area, although it may not combine *any* multi-psionic assault attacks with the use of it's Mind Blast ability or other Psionic powers. Each of the Multi-Psionic Assault Powers have a save DC of 20, and act as if manifested by a 13th level Psion. The ranges are as normal for the powers. The Beholithid's Multi-Psionic Assault Powers are:
Microcosm (targeted only)