Somehow the party has gotten themselves a map (directions) to abandoned dwarf citadel (in my game, the party traded their ship for a different ship and the map). I had the citadel in orbit in a small asteriod belt, making it somewhat difficult to find.

Eventually, the party finds the citadel (it's about 300 tons). Expecting the place to be abandoned, the party is quiet surprised when three ballistas fire at them.

Unbeknownst to the party (or the person who had the map before), a beholder-ship was flying through this sphere, went too close to an energy-body, and almost crashed. The damage and heat trauma affected the ship's Hive Mother, driving it insane (!) and also affecting its genes (due to the plastic nature of beholder DNA). It crashed the ship into the citadel, killing all of its crew (some pieces of her ship can be seen in orbit around or resting against the citadel). The Mother has since been attacking whatever comes near the citadel, and has began birthing new beholders. Because of her mutated DNA, her children are malformed, usually only having a few functioning eyes, and they ones they have are often changed from the norm.

Some rooms for the citadel: Forge, Landing Deck (for other ships), Dawrf barracks (several rooms), kitchens, dining hall, ballista rooms (several), food storage.

All of the Ultimate's eyes work normally. All of her children have a functioning central eye. here is a listing of the lesser beholders magical eye abilities:

The beholders have also charmed 2 humans (one of them a 6th level warrior, the other a 4th level theif), who will aid in battle (note that if the warrior's charm is dispelled, he'll go back to attacking the beholder that charmed him).

There are a lot of beholders here, but in most cases the party only encounters them two at a time. Plus, because of their mutations, these beholders aren't as smart as regular ones, and often will let people pass if they are not attacked, and don't interfere with the beholder's task (i.e., the guy who is in charge of creating food won't let people touch the food, the powerful one guarding the newest young won't let them be harmed, etc.). All in all, it should be an interesting adventure, with a significant level of risk. The party will encounter some very strange effects ("Bob's dead." [Ten minutes later] "Bob, you're alive! I thought you got hit by the Death Ray!" "It was a Feign Death Ray, you dork. Gimme my magic sword back.").