Phantom Beholder

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Medium Plant (shapechanger), Neutral Evil

Armor Class 13 (natural armor)

Hit Points 45 (7d8+14)

Speed 20 ft.

STR 10 (+0)

DEX 12 (+1)

CON 15 (+2)

INT 2 (-4)

WIS 12 (+1)

CHA 1 (-5)

Saving Throws Con +4, Wis +3

Skills Stealth +6

Damage Vulnerabilities fire

Damage Resistances slashing; bludgeoning from nonmagical attacks

Condition Immunities blinded, deafened, charmed

Senses darkvision 60 ft., passive Perception 12

Languages —

Challenge 3 (700 XP) Proficiency Bonus +2

Illusory Form. The Phantom Beholder can cast *Disguise Self* at will to appear as a true beholder.

Gas Cloud. When it drops to 0 hit points, it releases a cloud of spores in a 15-foot-radius sphere. Each creature in that area must succeed on a DC 14 Constitution saving throw or be poisoned for 1 minute. A poisoned creature can repeat the saving throw at the end of each of its turns.

Actions

Multiattack. The Phantom Beholder makes two Tendril attacks.

Tendril. Melee weapon Attack: +6 to hit, reach 5 ft., one target. Hit: 10 (2d6+3) necrotic damage. If the target is a creature, it must succeed on a DC 14 Constitution saving throw or its hit point maximum is reduced by an amount equal to the necrotic damage taken. This reduction lasts until the target finishes a long rest.

Spore Burst (Recharge 5-6). The Phantom Beholder releases a burst of spores in a 30-foot cone. Each creature in that area must make a DC 14 Constitution saving throw, taking 17 (5d6) poison damage on a failed save, or half as much on a successful one.

Environment Forest, Underdark

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Lore & Description

Appearance

The Phantom Beholder resembles a classic beholder, its spherical shape covered with a mottled green and brown texture that mimics the appearance of rotting flesh and moss. At its center are bulbous core-like structures that pulsate and emit a faint glow of eerie bioluminescence. Instead of eyestalks, it features tendrils that extend outward, swaying gently as if in a breeze.

Behavior & Origins

Found in deep forests and dank caverns, the Phantom Beholder lures adventurers with its appearance, which they mistake for a true beholder. Inquisitive creatures drawn near will unknowingly become subjects of its parasitic nature, as the Phantom Beholder releases intoxicating spores to weaken their resolve and drain their vitality.

Generation Info

Original prompt:
"A gas spore disguised as a beholder"

Created: Jan 28, 2026
Modified: May 30, 2026