Dungeons & Dragons: How To Build A Beholder’s Lair As A DM

Quick Links

  • Basics Before Building
  • Setting The Scene
  • Beholders
  • Death Tyrants
  • Spectators
  • Results

Whether you are new to Dungeons & Dragons or are a lifelong player of the game, hearing the name ‘Beholder’ very well may send a shiver down your spine. These terrifying creatures are the stuff of legends, even going as far as to grace the cover of the official Monster Manual. As a Dungeon Master, setting up an encounter with one of these beasts can be an amazing adventure all on its own.

Due to the nature and variety of these creatures, no two encounters will be the same. This means you could build your Beholder the same lair every time and still potentially come up with a different outcome in battle. The success of your players depends on several things, but there is much you can do as a DM to create as challenging of an encounter with one of these deadly creatures as you think they can handle.

Basics Before Building

Once you believe the time is right for your party to face a creature of Beholderkind, you must first know a few things to help you choose which one of the three Beholder Variants is right for your party. This process is somewhat simplified if you utilize the Challenge Rating system.

If you are not familiar with Challenge Rating, it is a basic classification of encounter difficulty determined by a base amount of players (four) and their corresponding average level. (For example, if a creature has a Challenge Rating of 5, this means that the encounter is best suited for four players who are all level 5.)

Beholderkind have three variants with vastly different Challenge Ratings. Knowing these can be helpful, however, sometimes CR alone is not enough to gauge the potential success of your encounter; there are other things that you must consider as a DM to help decide which of these variants is best suited for combat against your party.

Some Things You Must First Ask Yourself:

  • How many players do I actually have participating in this encounter? (Classic scheduling conflicts, a DM’s woes.)
  • What is the skill level of my players? (Not necessarily character level, but how deep a player’s understanding of gameplay is.)
  • What is the goal of this encounter?
  • How difficult should my encounter be? (Easy, Medium, Hard, or Deadly)
  • Is this encounter for story purposes alone or just to spice things up?
  • Where is your party right now? (Geographically)

Once you can answer these questions, you can decide for utilizing each variant’s abilities, location, and CR to determine which one makes the most sense for your party to face.

If you have players of a higher or lower level, you can adjust your encounter however you see fit.

Setting The Scene

Once you have established which one of these variants will be best for combat against your party, you must then decide the location of the lair. For Death Tyrants and Beholders, the lair itself adds to the power of the creature, as well as the difficulty of the encounter. Spectators, on the other hand, don’t gain special lair features or area effects.

For Beholders and Death Tyrants, their ego brings them to the edges and undercarriage of civilization. They seek out solitude through caves, cliff dwellings, or ruins. Both of these foes will cause environmental changes in the region within a mile of where their lair resides. Most of these changes cause creatures to feel as though they are being watched, create minor warps in reality, etc. For Death Tyrant lairs, creatures nearby can even randomly be zapped by one of its eye rays.

Don’t be afraid to mention these things. Some players will not notice these changes, however, for others, these things may cause an extra sense of foreboding for the encounter to come.


The most important aspect of the lair you build will be the depth of the terrain. Beholders are at their most powerful in a location that has a high, lofty ceiling so that they can hover above their prey and avoid melee range combat. Melee combat is a weak point for Beholderkind, so it is best to avoid it at all costs. This means when you describe the lair itself, ensure you have envisioned hundreds of feet for your Beholder to hover high above the party. Many Beholders tunnel through these cavernous spaces when creating their lair, utilizing their disintegrating eye beam to connect vertical passageways with cavernous chambers so that the lair is free of blind spots where pesky heroes can creep about in the shadows.

Aside from these passageways, the Beholder’s lair actions are centered around trapping players in the open, so they will be easier to attack without entering melee range. Some will utilize spectral eye rays or appendages to grapple or blast while others may create difficult terrain. To create a more difficult encounter, ensure that there are no weapons and bones of fallen heroes nearby that players can use against you to evade your traps. Each lair can be unique to the personality of the Beholder you create, allowing for more traps or more space as you see fit.

Some Beholders are known to capture and enslave other creatures, so this could even play a role in the layout of the lair.

No matter what, its freedom of movement is the most pivotal role in the lair.

Death Tyrants

These chambers will be filled with petrified statues of heroes frozen in their last moments of battle and treasures untold. For Death Tyrants, ensure that this lair is filled to the brim with death, decay, and undead. Death Tyrants are Beholders that have, in their sleep, transcended their physical form and gained the power of undeath. These Beholders shed their mortal skin, and in place of their stalks are ten spectral eyes, with a large red beam in place of their signature eye. Their lair must be just like the lair of a Beholder to garner success, as these foes are equally not suited for melee combat.

Be cautious not to give your players more than they can chew if a deadly encounter is not what you had in mind. Understand your party’s strengths and weaknesses.

These monsters, unlike their prior form, utilize the bones within the walls of their lair to turn into undead servants to do their bidding. For many parties, these undead soldiers can pose a huge threat on their own, but coupled with a Death Tyrant this builds potential for this encounter to be lethal. Delving into the lair of a Death Tyrant is essentially signing up for multiple combat encounters in one. If this is not something your party is suited to handle, you may need to reduce the number of undead soldiers in the chambers or remove them altogether. Alternatively, they may be better suited to face a traditional Beholder or Spectator instead.

Death Tyrant lair actions deal almost entirely in spacial capacity. Ensure that tunnels can become easy traps for players, especially for the lair action in which spectral hands will sprout from the walls. Otherwise, space will need to be had for ethereal eye beams and tentacle attacks.

Drawing out the layout of your lair and tunnels will be a great resource to refer back to during combat for you and your players, and or for creating a tabletop map if you enjoy using minis during your sessions.


Spectators, while geared to be an easier encounter, are not to be misjudged. These foes are utilized as guards for treasure usually, so you can always use the location of the treasure to add difficulty to the encounter. For example, you could ensure that the treasure the spectator is guarding is in a cave off of a beach or swampy area to add difficult terrain or the potential for water combat. Otherwise, they are also suited for combat elsewhere. All Beholders are solitary creatures, but Spectators are plagued by madness, sometimes affected by their isolation. This madness is what makes these creatures unique to their kin, as well as that they only have 4 eye stalks, which are what is used to create them from their fallen brothers. Once they have been freed, through the fulfillment of their service, their madness tends to overtake them.

In the contracted period of servitude, Spectators are never to leave their post for any reason, and cannot grant access to the guarded items unless told by their master.

Ensure that these guys have plenty of room as well, or their eye stalks may struggle to be effective. Once again, melee-range attacks are strongly discouraged. Keep them high off the ground with a lot of visibility for best results.


Each encounter can be different based on the creature’s personality and the strengths of your party, and one of the things that makes every encounter unique with Beholders is their personality. Knowing this, decide to utilize their movement or eye beams in an order that makes sense for the driven purpose of the creature you have created. They are bold, opinionated creatures, meaning that your combat encounter will be driven by the aesthetic of the lair itself and the titillating conversation that echoes through its chambers afterward. For these creatures, no description is too detailed. Once you are finished, your encounter will be something to behold.

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