Ecology: Beholders are also known as Eye Tyrants, or as the Sphere of Many Eyes, and are solitary creatures, usually found in desolate regions, ruins, or large cave complexes. They feed on small animals of all sorts, and aren't adverse to supplementing their diet with larger prey (such as humans or orcs). Some will enslave tribes of goblins and their ilk, using the threat of their impressive magical powers to dominate a tribe and force its members to do the beholder's bidding. Beholders are able to generate a number of magical powers via their eyes. Each eye can create a beam of magical energy. Each different eye has it's own distinct beam, and each of these energy beams has a different effect. It is said that there are many different varieties of beholder, and this is only one type of the creature. Some have reported seeing large reddish orange beholders with but one eye. These beholders spit forth flaming gas balls or gouts of lightning at their foes. The primary driving force behind a beholder's actions is one of greed. Beholder's are highly avaricious, and will often attack a small group of individuals in order to obtain whatever valuables they may have. A larger—more powerful—party may be bargained with, with the beholder often attempting to solicit a bribe not to attack. Of course, the beholder is not a stupid creature, and will avoid any group that is obviously beyond its ability to handle. If threatened, a beholder will often try to float to an otherwise inaccessible location. The tops of towers, over rivers and ponds, or over a gaping chasm are all favored places for a beholder to establish a defensive position. It will then rotate and try to keep the main body of attacks in view of its central eye, as that eye can cast an Anti-Magic Stare. If the beholder wishes to take its victims alive, it will use Sleep or Flash to Stone, other wise, it will stand at a distance and use Cause Serious Wounds to create horrid weeping lesions on its targets. The Death Stare is used in heavily armored foes, while Disintegrate is saved for constructs, inanimate objects, and magicians who can withstand the Disintegrate beam. Slow is often cast on those the beholder wishes to use the Death Stare or Disintegrate beam on, as it will greatly reduce their chances of escaping. The Charms are used on singular targets, especially those the beholder believes can help it gain some objective. The Fear beam is used on targets the beholder doesn't wish to fight, but are weak minded enough to be able to scare off. Finally, the Anti-Magic Stare is kept in reserve, to eliminate any incoming spells. Naturally, the beholder will often use Rapid Fire or Multiple-Power Attacks allow it to use its eyes to maximum effect. A purely made-up beast, the beholder was probably one of the first really nasty AD&D monsters. It had multiple armor classes, hit points that were divided among its different body parts and 11 different attacks! I never actually used or met one in any of the AD&D games I was ever in (thank goodness), but converting it to HERO was great fun. As it is, the multipower needs a little commentary: As the limitations show, the multipower slots cannot all be used on the same target. The Game Master needs to decide with eyes face which direction and thus which eyes can target a character. These eyes can be removed, and a dedicated group of characters can lop off eye stalks one at a time, eventually rendering a beholder virtually powerless. The Multipower itself was based on a flat 75 Active Points per slot. This was done purely for point balance purposes. A "real" beholder would probably have larger slots, allowing for increased attacks (or various useful advantages to be added to each slot). Finally, the Disintegrate slot can be simulated in many different ways. Alternate suggestions for that slot include: A large RKA with a -2 Limitation of "All or Nothing", or a BODY Drain. As a final note, Game Masters may want to alter the beholder's characteristics to fit their particular campaign requirements.