B'er'den Variant (3.5e Race)
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This is a modified version of the B'er'den race found http://www.dandwiki.com/wiki/B%27er%27den_(DnD_Race) and http://community.wizards.com/go/thread/view/75882/28203063/?pg=last . This modification seeks to improve upon the Beholder-like qualities of the race, while balancing it out and making it more fun to play.
B'er'den, simply put, are the slaves of Beholders. Or, at least, they were slaves. B'er'den are what happens when a slave serves their master diligently for decades, and are then blessed to be more like the creatures they serve. Due to this, it is very rare to find a B'er'den who has always been this single species. Upon ascending to this new species, the B'er'den is no longer considered a slave, and is considered free, but most choose to willingly continue to serve their master. These are the ones who will eventually ascend and become Beholders themselves. Those who choose to leave, with their former master's blessings, gain powers beyond what they had, which they now seek to use to their advantage.
A large portion of B'er'den are created to use as spies by their master, and those that are will usually not be aware of this fact. Their master will be able to see and hear what they do, and can manipulate them, to an extent, without them ever knowing. This begs the question if the B'er'den are really, truly, free, or if they are just a higher level of slaves.
B'er'den, much like their Beholder masters, are cold and calculating, as well as sinister and cruel. They have since lost the ability to easily communicate or understand emotions. They are not aware of their own frailty, usually believing themselves, to some extent, to be as powerful as their masters, and as such may have a tendency to rush into things head-first.
 Physical Description
As most B'er'den started as off as a different race, they take on many qualities of their former kind, including height and mental prowess. This being said, their physical bodies are much weaker than they once were. This is good for creatures of a magical affinity, like elves, but bad for creatures with no affinity for magic, like orcs. If the race they once were was in possession of extra features, such as wings or a tail, so will the B'er'den, however these extra features will be greatly diminished in size and entirely useless, and later turn into eye stalks.
The body of a B'er'den is usually very thin, as they lack a vast amount of muscle, and are completely void of any fat. Their skin, in some places, seems to loosely hang off their bones, as if it was meant to be stretched over something much larger. Most weigh no more than fifty (50) pounds, or a quarter of their original race's average weight (whichever is the smaller value).
The face of a B'er'den is smooth and void of a visible nose. Instead, they have two small holes between their eyes, which are also rather small. Its mouth is quite large, taking up most of the space on its face, filled with razor sharp teeth, and void of lips. They still possess cheeks, which simply begin where the rows of teeth end. Much like their nose, they have no ears, instead two small holes on the sides of their head. All B'er'den are void of any hair or fur of any kind, and instead have ridges of armour-like scutes.
B'er'den usually have very dark skin, which matches the tone of their Beholder master, forever marking them as its property. This skin colour can range from dark browns to blood red and dark purple, and several colours in between. They usually have longer torsos than their former race, as well as longer arms and shorter legs. Their upper body, however is more spaced out than their lower body, making them somewhat triangular in appearance. They also have no visible way of identifying gender, as their body, much like their masters, lacks one. Any gender a B'er'den chooses to be is entirely mental, and can be changed at any time.
Eye colour, for a B'er'den, varies from individual to individual. It is not uncommon for them to be a variant of red, yellow, or green, and rarely will they be a shade of blue. More often than not, for simplicities sake, a B'er'den's eye colour will match that of its Beholder master.
Perhaps the most shocking feature on the body of a B'er'den would be the large eye located on their back, in the space between their shoulder blades. This eye, while they are behaving like a normal person (uncurled), is closed and virtually impossible for them to open, without using magical tools of some kind. This is where their master's blessing truly comes into focus.
B'er'den have the ability to curl up into a ball, almost collaps their body inward. When they do this, their normal eyes are forced shut, and the eye on their back opens (essentially back and front switch places). They gain the innate ability to levitate, and cast any spell they know through their eye(s) in the form of a beam. In other words, they can become a miniature Beholders, albeit much weaker than one.
Much like their masters, B'er'den are xenophobes. They don't like other races, and they see themselves as being above them in every way. After all, they have "ascended". This being said, most B'er'den are able to put aside their xenophobia long enough to get whatever work needs done out of the way, and then they try to put as much distance between themselves and their former allies as possible. Sometimes they will even go as far as to kill them…
Like their masters, B'er'den are evil. Those that chose freedom over continuing to serve their master are usually more chaotic, as they find themselves a monster in a world they no longer understand. Those who chose to continue to serve their master are closer to neutral or lawful, as they have grown to understand who and what they are, as well as their place in the world.
Any land that belongs to a Beholder can be considered the land of any B'er'den under its rule.
B'er'den may worship a god at the request of their master, or may worship a god of their choice, usually a god of evil or power, sometimes both. They may also start worshipping their master, something the Beholder, in its vanity, usually won't mind.
Deep Speech (the language most used by Beholders), Common, Undercommon, and any language that belonged to their original race.
Most B'er'den, upon seeing their new forms, will usually relinquish their old name in favor names in Deep Speech. When written in common, these names tend to include at least one apostrophe, and appear to be a random mish-mash of syllables. Those who choose to keep their old names will be given one in Deep Speech by their master. Either way, the B'er'den will have a name in Deep Speech by which they are most often referred to.
 As Adventurers
B'er'den only ever have two reasons for adventuring. The first is to find their place in the world. These B'er'den are ruthless, and usually ruling a criminal cartel in some distant corner of the world. The other reason is to perform services that its master cannot in the world.
 Racial Traits
- −4 to Strength, −3 to Constitution: B'er'den are frailer than other races
- Aberration Type: Due to their ability to become more like a Beholder, B'er'den are considered to be aberrations
- A form you once were: Upon creation, choose a "starting race" for the B'er'den. It gains the size and mental faculties (Int, Wis, and Cha increases granted to the race. Decreases are treated as 0) of said race. The weight of the B'er'den is 1/4 of the average weight of that race, or 50 if it exceeds 50.
- In addition to the stat modifiers gained from "A form you once were", the B'er'den has +2 to Intelligence and Wisdom.
- B'er'den have a base land speed of 30 feet. When curled, they MUST fly, and have a fly speed of 40 feet. Maximum height they can fly is 15 feet, unless they gain more through feats or spells.
- Darkvision 60 feet. Darkvision is black and white.
- Curl(Ex): B'er'den can curl their body up into a ball, tugging their head, arms, and legs extremely close to their chest, as a standard action. They almost seem to morph shape, as they immediately go from a standing position to levitating in the air, and their back becomes their front. Any weapons and items the B'er'den was carrying is dropped during the change, including equipped weapons. If the B'er'den is wearing armour or clothes that obscures the eye on their back, they cannot curl. They may uncurl at any time for a standard action. While curled, the B'er'den cannot be caught flat footed and cannot be flanked. They are treated as one size category less than they actually are. While uncurled, the B'er'den is immune to critical hits.
- Telekinesis(Ex): While curled, the B'er'den can wield a weapon and interact with objects through telekinesis. Only one object can be interacted with at any time. Its Intelligence modifier replaces any use of the Strength modifier
- Spell Ray (Su): While curled, the B'er'den can cast any spells it knows in the form of rays from its eyes. If the B'er'den has any number of eye stalks (obtained through racial feats), this can be done even when uncurled.
- Form of The Master(Ex): Starting at level 7, or after acquiring three racial feats (whichever comes first), the B'er'den must pass a Will check (DC = Will + character's level/2) in order to uncurl. If the will check is failed, the B'er'den is both pleased and distraught at not being able to uncurl, causing it to become confused for 1d4 rounds. (for the sake of the confusion, the B'er'den is treated as the caster, and is therefore entirely capable of attacking itself or flying around in a terrified circle)
- Every five levels (5, 10, 15, 20), unless you have already taken it ten times, you acquire the Beholder Bloodline racial feat. Treat all instances of "Spell Mimicry" as "Spell Ray", and all instances of "stored spell" as "spell you know".
- If it is not already acquired by level 12, you acquire "The Growing Maw" racial feat. The prospect of now having a mouth on your back forces you to curl.
- Automatic Languages: Deep Speech, Undercommon, Common, any language belonging to "A form you once were".
- Favored Class: Wizard, or any other caster that makes good use of the Intelligence stat and spells.
- Level Adjustment: +2
 Racial Feats
Treat this race like the basic B'er'den race. This race has access to the racial feats found here: http://www.dandwiki.com/wiki/DnD_B%27er%27den_Feats
 Vital Statistics
|Middle Age1||Old2||Venerable3||Maximum Age|
|100 years||200 years||300 years||+2d% years|