Name: Looksee {/b/holder}
Race: Beholder
Classes: Aberration 11
Alignment: CN
Appearance:  Looksee is an unusually oblong example of beholderkind. A strange black  stubble grows across his underside, his mouth is usually caked with a  strong smelling orange grime.
Stats
STR 10
DEX 16
CON 16
INT 14
WIS 11
CHA 16
Speed 5 ft/Fly 20 ft (good maneuverability)
Initiative 6
BAB 8
Grapple 12
Space/Reach 10 ft/5 ft
AC 27 [Dex 3,  Natural 15, Size -1]
Touch 11, Flat Footed  24
HP 88
Saves
Fort 9
Ref 6
Will 9
Attacks
Eye rays +10 ranged touch, Bite melee, +2, 2d4
Class/Racial Abilities
All-around vision (+4 on Spot and Search. Cannot be flanked.)
Antimagic  cone (Central eye continually produces a 150 foot cone of antimagic.  Functions exactly as an anti-magic field (caster level 13th). All  magical and supernatural powers and effects within the cone are  suppressed - including Rupert's
Darkvison 60 feet
Flight
Eye  rays (Su): Each of Looksee's smaller eyes can produce a ray once per  round as a free action. During a single round, he can focus only three  of these rays in any single 90 degree arc (up, forward, backward, left,  right, or down). The remaining eyes must aim at targets in other arcs,  if at all. He can tilt and rotate his body each round to change which  rays may be brought to bear in any given arc.
10 eye rays
>Confusion {omgwtf}
Duration: 11 rounds. Will DC 18 negates
This spell causes the targets to become confused, making them unable to independently determine what they will do.
Roll on the following table at the beginning of each subject’s turn each round to see what the subject does in that round.
d%     Behavior
01–10     Attack caster with melee or ranged weapons (or close with caster if attack is not possible).
11–20     Act normally.
21–50     Do nothing but babble incoherently.
51–70     Flee away from caster at top possible speed.
71–100  Attack nearest creature (for this purpose, a familiar counts as part of the subject’s self).
A  confused character who can’t carry out the indicated action does  nothing but babble incoherently. Attackers are not at any special  advantage when attacking a confused character. Any confused character  who is attacked automatically attacks its attackers on its next turn, as  long as it is still confused when its turn comes. Note that a confused  character will not make attacks of opportunity against any creature that  it is not already devoted to attacking (either because of its most  recent action or because it has just been attacked).
>Suggestion  {Put shoe on head!}
Will DC 18 negates
You  influence the actions of the target creature by suggesting a course of  activity (limited to a sentence or two). The suggestion must be worded  in such a manner as to make the activity sound reasonable. Asking the  creature to do some obviously harmful act automatically negates the  effect of the spell.
The suggested course of activity can  continue for the entire duration. If the suggested activity can be  completed in a shorter time, the spell ends when the subject finishes  what it was asked to do. You can instead specify conditions that will  trigger a special activity during the duration. If the condition is not  met before the spell duration expires, the activity is not performed.
A very reasonable suggestion causes the save to be made with a penalty (such as –1 or –2).
>Irresistible Dance {When it's time to party we will party hard.}
Duration 1d4+1 rounds, Fort DC 18 negates
The  subject feels an undeniable urge to dance and begins doing so, complete  with foot shuffling and tapping. The spell effect makes it impossible  for the subject to do anything other than caper and prance in place. The  effect imposes a -4 penalty to Armor Class and a -10 penalty on Reflex  saves, and it negates any AC bonus granted by a shield the target holds.  The dancing subject provokes attacks of opportunity each round on its  turn.
>Tasha's Hideous Laughter {Epic lulz}
Duration: 11 rounds. Will DC 18 negates
This  spell afflicts the subject with uncontrollable laughter. It collapses  into gales of manic laughter, falling prone. The subject can take no  actions while laughing, but is not considered helpless. After the spell  ends, it can act normally.
A creature with an Intelligence  score of 2 or lower is not affected. A creature whose type is different  from the caster’s receives a +4 bonus on its saving throw, because  humor doesn’t “translate” well.
>Crushing Despair {Forever alone}
Duration: 11 min. Will DC 18 negates
An  sense of despair causes great sadness in the subject. The affected  creature takes a –2 penalty on attack rolls, saving throws, ability  checks, skill checks, and weapon damage rolls.
Crushing Despair counters and dispels Good Hope.
>Prismatic Ray {lolrandom}
Saves are DC 18
A brilliant multihued beam streaks toward the target.
1  Red      20 points fire damage (Reflex half)
2  Orange     40 points acid damage (Reflex half)
3  Yellow     80 points electricity damage (Reflex half)
4  Green     Poison (Kills; Fortitude partial, take 1d6 points of Con damage instead)
5  Blue     Turned to stone (Fortitude negates)
6  Indigo     Insane, as insanity spell (Will negates)
>Transfix {wat do?}
Duration: 11 hours. Will DC 18 negates
Any  small or smaller humanoid becomes paralyzed. When shooting the ray,  Retinal Reject must specify a condition that will end it ("Don't move  until I say so!"), even if that condition can never feasibly be met  ("Stay put until the sun sets in the east!"). Subjects become immediatly  aware of the condition, though they cannot communicate it due to their  paralyzed state (although someone could use a spell such as Detect  Thoughts to ascertain the condition). For each hour they are transfixed,  they are allowed a new will saving throw to break free of the spell's  effect.
A paralyzed character is frozen in place and  unable to move or act. A paralyzed character has effective Dexterity and  Strength scores of 0 and is helpless, but can take purely mental  actions. A winged creature flying in the air at the time that it becomes  paralyzed cannot flap its wings and falls. A paralyzed swimmer can’t  swim and may drown. A creature can move through a space occupied by a  paralyzed creature—ally or not. Each square occupied by a paralyzed  creature, however, counts as 2 squares.
>Fear {Look out for Candleja-}
Duration: 11 rounds. Will DC 18 to reduce effect.
A  deep sense of terror causes a living target to become panicked unless  it succeeds on a Will save. If cornered, a panicked creature begins  cowering. If the Will save succeeds, the creature is shaken for 1 round.
A  panicked creature must drop anything it holds and flee at top speed  from the source of its fear, as well as any other dangers it encounters,  along a random path. It can’t take any other actions. In addition, the  creature takes a –2 penalty on all saving throws, skill checks, and  ability checks. If cornered, a panicked creature cowers and does not  attack, typically using the total defense action in combat. A panicked  creature can use special abilities, including spells, to flee; indeed,  the creature must use such means if they are the only way to escape.
A shaken character takes a –2 penalty on attack rolls, saving throws, skill checks, and ability checks.
>Berserk Frenzy {u mad?}
Duration: 3 rounds+ the target's Constitution modifier.Will DC 18 negates
The  target enters a berserking frenzy during combat, which also forces  activation of her Rage ability, if applicable. While berserking in this  frenzied manner, she must attack the nearest living thing, be it friend,  foe, or otherwise. She gains a +6 bonus to Strength and, if she makes a  full attack action, gains a single extra attack each round at her  highest bonus. (This latter effect is not cumulative with haste or other  effects that grant additional attacks.) However, she also takes a –4  penalty to Armor Class and takes 2 points of nonlethal damage per round.
To  end the frenzy before its duration expires, the target may attempt a DC  20 Will save once per round as a free action. Success ends the frenzy  immediately; failure means it continues.
When a berserk  frenzy ends, the target is fatigued (–2 penalty to Strength and  Dexterity, unable to charge or run) for the duration of the encounter.
If  the same target is struck by this ray a second time, they enter the  berserk frenzy yet again, and at it's conclusion they are instead  exhausted (move at half speed and cannot run or charge, take a –6  penalty to Strength and Dexterity).
A third application  results in the target falling unconscious after their rampage. (The  target is unable to defend him or herself, is considered helpless and  typically falls prone) until a party member expends a full round action  to revive them, in which case they awake still exhausted.
>Reverse Gravity {GTFO}
Duration: 11 rounds. Will DC 18 negates.
This  beam reverses gravity, causing the target to fall upward and reach the  top of the area in 1 round. If some solid object (such as a ceiling) is  encountered in this fall, falling objects and creatures strike it in the  same manner as they would during a normal downward fall. If an object  or creature reaches the top of the area without striking anything, it  remains there, oscillating slightly, until the spell ends. At the end of  the spell duration, affected objects and creatures fall downward.
Provided  it has something to hold onto, a creature caught in the area can  attempt a Reflex save to secure itself when the spell strikes. Creatures  who can fly or levitate can keep themselves from falling
   
Feats
Alertness [+2 bonus on all Listen checks and Spot checks. ]
Flyby  Attack [When flying, the creature can take a move action (including a  dive) and another standard action at any point during the move. The  creature cannot take a second move action during a round when it makes a  flyby attack.]
Great Fortitude [+2 bonus on all Fortitude saving throws.]
Improved Initiative [+4 on initiative rolls]
Iron Will [+2 bonus on all Will saving throws.]
Skills
Bluff - 13
Craft: Cooking - 6
Knowledge
[the planes]- 15
Listen - 15
Search - 15
Spot - 16
Fluff and tactics:
Looksee  was always a little bit peculiar. Since the day he emerged from beneath  his mother's tongue, he'd had to keep his eyes peeled for the stronger,  smarter, more shapely beholders. They'd always do mean things to him,  like call him misshapen, or stupid, or make fun of his unusual eye rays,  and then fire rays of disintegration at him to prove why they were  better. It didn't take long for Looksee to decide that other beholders  were pretty much jerks, and he'd had quite enough of their guff. He took  the first opportunity to flee the hive.
He was immediately kidnapped.
The  crew of the Spelljamming Shrikeship Glorian was all too happy to have  shanghaied a beholder, even if it's arrival brought more hysterical  screaming and begging for mercy than they'd ever imagined. Once Looksee  finally calmed down, they found out that they didn't have quite the  weapon of ultimate destruction they thought. However, as a sub-par  beholder is still quite a lot better than no beholder at all, they  decided to let him stay aboard, especially when he told them what an  incredible chef he was.
Looksee was a very good liar.
Despite  his eventual improvement in the area of culinary expertise (he even  developed a new kind of crunchy, orange [the color, not the fruit]  flavored ration made from the insides of carrion crawlers!), the sad day  came when Captain Kernal had to decide between keeping Looksee aboard  or turning his quarters into a pottery studio.
It was a very nice studio.
Looksee  is back on the prime material once again, and now spends most of his  time eating the rations he invented and blaming the multiverse for his  problems. He tried to cut it as a wizard for awhile, but the academy was  way too conformist for him. His new hobby is picking on villagers and  even some of the weaker monsters when he can get away with it. He'd  probably move back in with mom if he could.
His tactics  always lead with him targeting the biggest and strongest looking foes  with this Transfix ray, then setting the condition to something that he  thinks would make them uncomfortable. ("Don't move until the elf kisses  the dwarf like he MEANS it!"), and then just doing all he can to keep  the party unbalanced. If reduced to less than half hit points and unable  to retreat, there is at least a 50% chance per round that Looksee will  break down into pitiful whimpering sobs, begging for mercy and swearing  up and down that he'll never (do whatever it was that brought on the  conflict) again.
Though not exactly evil per se, Looksee  hasn't had the opportunity to master the finer points of morality. With  the right stimuli, he could either join the party and learn to be goodly  or go on bullying weaker creatures as he was bullied until he falls to  evil.
If your players have fought beholders before and  think they've seen it all, throw Looksee at them. Maybe Looksee isn't  even an individual; maybe there are dozens or hundreds of Looksees, a  new sub-species of beholderkind!
By all means, feel  welcome (even encouraged) to drop all of the lame meme tie-ins from the  description of the rays. However, if your group isn't very immersive, or  you're just having a silly night, try having him phonetically scream  out the mememisms as they're activated. Make sure to tailor the terms of  his Transfix demands to your own group, and have fun with it.
 

 
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