The hive mother is also called the ultimate tyrant, of just "Ultimate"; a form of greeting that seems to please their pride. They are twice the size of typical beholders (8 feet in diameter), and differ in appearance as well. The Ultimate has no eyestalks and hooded covers in the flesh of the creature's body protects its eyes.

Combat
    The hive mother's tactics in combat are simple. First, she sends forth her brood of common beholders into combat and then a round later picks an advantageous position in the skirmish to start devouring opponents.
    All-Around Vision (Ex): Beholders are exceptionally alert and circumspect. Their many eyes give them a +4 racial bonus to Spot and Search checks, and they can't be flanked.
    Antimagic Cone (Su): A hive mother's central eye continually produces a 150-foot anti-magic cone extending straight ahead from the creature's front. This functions just like antimagic field cast by a 24th-level sorcerer. All magical and supernatural powers and effects within the cone are suspended — even the eye rays of other beholders (including her those of her brood). Once each round, during its turn, the hive mother decides which way it will face, and whether the antimagic cone is active or not (the hive mother deactivates the cone by shutting its central eye.
    Brood (Ex): The hive mother's true ability is in controlling the actions of the brood, the common beholders that make up a tyrant ship's crew. It is assumed that a hive mother "brow beats" the common beholders into service through the use of intimidation. Some sages suspect that this is a form of mental domination but no proof exists to date of this power.
    A hive mother can focus the energies of her brood through the structure of the tyrant ship's shell itself.
    Flight (Ex): A hive mother's body is naturally buoyant. This buoyancy allows it to fly as per the spell, as a free action, at a speed of 40 feet. This buoyancy also grants it a permanent feather fall effect with personal range.
    Improved Grab (Ex): To use this ability, the hive mother must hit a large-size or smaller opponent with its bite attack. If it gets a hold, it can try to swallow the foe.
    Spell Immunities (Su): The hive mother is immune to the following spells: charm monster, flesh to stone, disintegrate, fear, slow, and finger of death (many sages attribute these immunities are due to the hive mothers ability to focus these effects thru a tyrant ships hull). These immunities make the hive mother a true terror amount the common beholders (common saying among hive mothers is: "I brought into existence and I can take you out"). In addition to being immune to these spells, the hive mother never sleeps and is ever vigilant, it comes to no surprise that the hive mother is immune to sleep effects (be it a spell, poison or any other effect that duplicates this effect).
    Swallow Whole (Ex): A hive mother can try to swallow a Large-size or smaller opponent by making a successful grapple check. The swallowed creature takes 4d4+4 points of crushing damage per round plus 4 points of acid damage from the hive mother's gizzard/stomach. Creatures swallowed whole are considered grappled. The hive mother does not suffer any penalties for grappling creatures it has swallowed; thus it retains its Dexterity bonus to AC and can make attacks, cast spells (if the hive mother has such ability, i.e. priestess of the Great Mother), and threaten squares normally. A swallowed creature can cut its way out by using claws or a light piercing or slashing weapon to deal 25 points of damage to the gizzard/stomach (AC 26). Once the creature exits, muscular action closes the hole; another swallowed opponent must again cut its own way out.
    The hive mother's gizzard/stomach can hold one Large, two Medium-sized, four Small, eight Tiny, sixteen diminutive, or thirty-two or more fine opponents. Once the hive mother's gizzard/stomach is full the hive mother cannot swallow any more opponents, but may still bite!


Orbus
Medium–sized Aberration
Hit Dice: 5d8+5 (28 hp)
Initiative: +5 (+1 Dex, +4 Improved Initiative)
Speed: 5 ft. (1 square), fly 20 ft. (good) (4 sqaure)
AC: 20 (+1 Dex, +9 natural)
Base Attack/Grapple: +3/+1
Attacks: Bite +1 melee (1d6–2)
Full Attack: Bite +1 melee (1d6–2)
Space/Reach: 5 ft./ 5 ft.
Special Attacks: —
Special Qualities: Antimagic cone
Saves: Fort +2, Ref +2, Will +5
Abilities:Str 7, Dex 13, Con 12, Int 3, Wis 13, Cha 13
Skills: Listen +7, Spot +7
Feats: Alertness, Improved Initiative

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Climate/Terrain: Any space
Organization: Hive (1 hive mother plus 5–20 common beholders plus 1–6 orbi)
Challenge Rating: 3
Treasure: None
Alignment: Always neutral
Advancement: 5–8 HD (Medium-sized), 9–10 (Large)

    The orbus is born with purpose from the hive mother to be able to funnel the magical energies of the other beholders into a motive force — they are living spelljamming helms. There are 1–6 orbus aboard any tyrant ship, and they are located closest to the hive mother, at the deepest point in the shell.
    The orbus's smaller eyes that rest upon their eyestalks lack any functional purpose.

Combat
    The orbi do not enter into combat unless cornered into a fight and then their only means of defending themselves it to bite back in hopes their attacker will back off.
    Antimagic Cone (Su): An orbus' central eye continually produces a 150-foot magic cone extending straight ahead from the creatures front. This functions just like antimagic field cast by a 7th-level sorcerer. All magical and supernatural powers and effects within the cone are suspended — even the eye rays of other beholders. Once each round, during its turn, the orbus decides which way it will face, and whether the antimagic cone is active or not (the orbus deactivates the cone by shutting its central eye.
    Spelljamming Ability (Su): Orbus have the ability to funnel the magical energies of the common beholders into a motive force to propel a tyrant ship at spelljamming speeds (100M miles per day). Each Orbi generate enough energy to move 20 tons of tyrant ship at 30 feet movement (or 1 TM depending on system used for movement), for every 4 common beholders that are "seated" within the ship. The maximum tonnage that the Orbi can move is 60 tons by working together. This ability has the same requirements for being far away from large objects as a ship with a spelljamming helm.

Beholder, Hive Mother and Orbus, SPELLJAMMER, DUNGEONS & DRAGONS, D&D, ADVANCED DUNGEONS & DRAGONS, AD&D, the D&D logo, the AD&D logo, the d20 System logo and d20 are trademarks owned by Wizards of the Coast, Inc., a subsidiary of Hasbro, Inc., and are used with permission. All titles, and all proper nouns, including character names, locations, and named items are considered Product Identity per Section 1 of the Open Game License v1.0a and are exclusively owned by Wizards of the Coast, Inc.
©2002 Wizards of the Coast, Inc.

Compliance of Conversion Policy, Open Game License and the d20 System Trademark License:
Use of WIZARDS OF THE COAST® Product Identity including proper names and product titles is hereby permitted exclusively via this ESD Conversion Agreement. A current version of this policy can be obtained at: http://www.wizards.com/d20/conversionpolicy.asp

The distributor of this document accepts full responsibility for ensuring the materials contained within comply with the most recently published version of that policy, and with the Open Game License, and with the d20 System Trademark License. If you wish to redistribute any portion of this document containing Wizards Product Identity, you must also agree to the terms of the current ESD Conversion Agreement.

To obtain a digital copy of the original source material this conversion is derived from, please link to: http://www.wizards.com/whatevertherightlinkshouldbe.asp."

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Beholder, Hive Mother and Orbus, © 1989 Wizards of the Coast, Inc.
d20™ System, Conversion of Beholder, Hive Mother and Orbus ©2002, Mark Doolan
Image Manipulation by Ron Pollard
Original Source: Lorebook of the Void

    A very special thanks goes to Tony DiTerlizzi for giving permission to use and manipulate the image of a sci-fi beholder found at his web site (click on beholder pic to see the orginal pic), so I could use it for Hive Mother. With links given to Tony's site and credit given to his orginal work on the beholder I believe I have done what was ask of me by Jim Gaynor (Tony's webmaster at time I asked for permission).
    The beholder tyrant ship and orbus black and white was done by Jim Holloway (Lorebook of the Void, pages 23 and 69), which I took time to manipulate first in MS Paint and then Ron further manipulated in what magical programs he has on his computer.

    Notes on this Conversion: This was a very challenging conversion as I wanted the hive mother to be able to dominate the lesser beholders without much effort, it is for this reason I gave the mother beholder spell immunity to most of the common effects/spells that beholders have for eye rays. I also took time to color the black & white pic of the tyrant ship and have modified the image in a paint program. Lastly I figured that the beholder mother gives birth to all her brood including the orbus and as such they should have some characteristics of the hive mother including color.