Lore-Win: The Many Looks of Xanathar


Heroes are often defined by their villains. The struggle between good and evil, between justice and cruelty often develop the hero throughout the story. Truly, to understand a hero, we must first understand the forces they work against.

So what if your villain happens to be an insane eyeball with a goldfish obsession?

Welcome back to this lore deep-dive series, which I have opted to name Lore-Win. If you don’t get the pun, just play some more Magic. I, as always, am your humble Loremaster, Sokar. As you may have guessed, our topic today is none other than the thieves' guild master himself, Xanathar.

If that name sounds familiar, it should. Not only does Xanathar appear as the subject of his own book, Xanathar’s Guide to Everything, but he’s also the leader of a major thieves' guild, and a potential antagonist in Waterdeep: Dragon Heist.

So, who is Xanathar, and how did they come to be leader of a thieves' guild in Waterdeep?

Xanathar and associates

Xanathar (center) with associates. You know, if the eyestalks didn't give it away.
From Cloak & Dagger - 2nd Edition

If you listen to the common folk in Waterdeep, Xanathar is no one. There is no Xanathar. Much like there is no Skullport. The idea that a secret enclave of criminals would exist beneath one of the largest cities on the Sword Coast is laughable. That there is a district that trades in slaves - an outlawed trade in Waterdeep - is absurd. And that the Masked Lords allow a thieves' guild to exist? That’s just nonsense.

But the truth isn’t quite so simple.

Xanathar is quite real, and these days the Xanathar controls arguably the most powerful criminal enterprise in Waterdeep. As for how they came to hold that role, well...

According to Matt Sernett and Chris Perkins in Lore You Should Know, the answer is likely boredom. The original Xanathar came up from the Underdark, as beholders do. Not only that, but it realized that he was near a major city. A city he could live beneath and use his powers to manipulate the dregs of the city into giving him what he wanted. For a beholder, that sounds like a pretty sweet deal.

You may have noticed that I said, “the original Xanathar”. That is because the leader of the guild is the Xanathar. Not a specific beholder, but instead a title held by the beholder currently in charge of the Xanathar’s Thieves' Guild.

This wasn’t always the case, however. The guild's founder was actually named Xanathar, but after gaining power in Waterdeep’s underworld, he also drew attention to itself.

Beholders, as a general rule in the Forgotten Realms, are violent, greedy, and egomaniacal. Each beholder is convinced that it is the pinnacle of beholders, and views those that differ from itself as both loathsome and inferior.

So it was that Xanathar drew the attention of a rival named The Eye. In charge of a large organization of his own, The Eye was a slaver who had moved into the Skullport district of Waterdeep in search of greater markets for their business. As their business grew, so did their organization. And as their organization grew, The Eye restructured their slaver ring into a semi-autonomous structure without need for their direct involvement.

The result of this was that Agents of The Eye were viewed as a simple slaving ring without beholder involvement, and The Eye was able to slip back into the shadows. While I cannot say for certain, this may have been to prevent the same fate befalling The Eye as did the original Xanathar. A clever moment of foresight, if so.

Hidden from their role of slaver, The Eye investigated the Xanathar’s Guild and made a troubling discovery. Not only was Xanathar a beholder, but a beholder of a different hive.


Shock and horror.


Unwilling to allow this heretical beholder to have such power, The Eye decided on a simple solution. They would kill and replace this rival.

However, The Eye wasn’t quite successful in their efforts. Prior to The Eye’s plot, the original Xanathar came into conflict with a band of adventurers in the sewers under Waterdeep. After collapsing the passage the adventurers entered from, Xanathar was tracked to his lair. There, as seen in Eye of the Beholder, Xanathar was slain. A beholder that had secretly aided the adventurers then assumed Xanathar’s identity…

And sealed their own fate.


Assuming that the adventurers they support are competent.
Unlike me.


Either not knowing or not caring about this change, The Eye moved forwards in the plot to kill Xanathar.

To achieve this, The Eye manipulated another beholder in Skullport named Uthh into seeking Xanathar’s death. While Uthh breached Xanathar’s lair and dueled it, The Eye waited and watched. Once Xanathar dispatched the would-be-assassin, they stepped in and finished off the weakened guild master. Believing that non-beholder would not tell the difference, The Eye claimed to be the original Xanathar, but insisted that “The Xanathar” was a title passed down.


You know, just in case.


Now the leader of two powerful criminal organizations, The Eye did the only thing that makes sense: combined them.

Now, speaking as a lifelong student of lore, this is a much better move than setting up both organizations as opponents. That can have benefits, certainly, but in a world like Faerun there’s opposition enough without adding to it. In a world with the Zhentarim, Harpers, various drow groups, demon cults, and no shortage of mad or evil ancient threats, making your own faction fight against itself is just asking for a quick trip to the afterlife set aside for people who insist on only ever playing on the hardest difficulty.

That The Eye didn’t make this mistake is commendable. But it certainly wouldn’t save their life.

But in the short term, life was good for The Eye. With two powerful criminal organizations under their iron… gaze, their power in the Waterdeep underworld was rivaled only by the most powerful criminals in the city. But, perhaps more importantly, The Eye leveraged their power against other beholders in the undermountain. Those beholders that would not kneel…? Bow?


Hmm. They don’t really have legs, do they?


Those beholders that would not lower their gaze to The Eye were forced to flee. Even the most powerful among them, like Misker the Pirate Tyrant, were forced from the city proper. Misker themself fled to a scrapyard in the Undermountain, while most others either descended further into the underdark, or up to the surface.

But good things never last, and as the head of a thieves' guild one invites betrayal.

Such a fate inevitably befell The Eye as they wound up fighting a former agent of theirs, the elven lich Avaereene. The Eye was believed slain during the fight, though an elderly and blind beholder named The Blind would later turn up in Skullport claiming to be the old Xanathar.

Regardless of The Eye’s fate, they were replaced in the guild many times over the following years. Most subsequent Xanathars died, though at least one retired. This Xanathar, a beholder named Izulktur, worked in conjunction with a cluster of four others of its race. Using the position of Xanathar, Izulktur kept an eye on the happenings of Waterdeep and communicated with its fellows telepathically.

However, Izulktur found itself with a problem.

It was bored! The cloak and dagger nature of its position and restrictions that anonymity put upon it was unbearable! Staying in a stuffy lair for days on end was tedious! It wanted to step down, and let its cluster know as much. Fortunately for it, another beholder was interested in the position.

Izulktur’s cluster first sent a drow officer named Kal’dir to assist with the transition of power. Kal’dir proved to be loyal, and Izulktur confided many secrets in him with instructions to aid the new Xanathar.

Speaking of whom, the new Xanathar, a beholder named Zushaxx, made changes in the organization when he took over. Among the first changes, he replaced the top lieutenants of the guild, naming Kal’dir one of them.


Zushaxx as depicted in Dungeon Magazine #206.


In an act that might count as foreshadowing for Xanathar’s Guide to Everything, the newly appointed Xanathar started its reign by reading the library of knowledge gathered by his predecessors. For a year Xanathar stayed within his lair, reading endless piles of tomes. When it emerged, its thirst for knowledge had only become more ravenous.

Zushaxx, the current Xanathar, maintains its anonymity through the services of four trusted lieutenants. These lieutenants carry out his orders and convey messages on his behalf. Sometimes, they even masquerade as Xanathar - their identities magically obscured.

Under current management, competition is the primary means of progression within the guild. This applies to even Xanathar's trusted lieutenant. While Xanathar claims they are all equally important, it truly believes that competition keeps them sharp. The only exception to this is Kal’dir, who Xanathar schemes with to stoke the fires of rivalry and fuel strife.

There is only one being other than himself that this Xanathar trusts; loves, even. Its pet goldfish, Sylgar.

Housed in one of two opulent tanks, Sylgar enjoys a pampered life, tended to by a personal keeper. The dwarf Ott Steeltoes has served as keeper of the beloved pet, and has done so for decades.

And if that seems off, it’s because goldfish absolutely do not live that long.

One of the greatest terrors within the Xanathar’s Guild is the death of Sylgar. A death that has occurred many times already. Whenever Sylgar grows old and passes away, the inner circle of the guild is thrown into disarray, terrified at what Xanathar’s reaction might be.

This is justified, given that Xanathar’s reaction in Waterdeep: Dragon’s Heist is to fly into a rage and start murdering his own minions.

So, whenever Sylgar dies, Ott frantically seeks out a new replacement goldfish. For as much as Xanathar loves his pet, the beholder cannot actually tell goldfish apart.


Still, don't touch his fish if you value your life.
Xanathar as seen in Waterdeep: Dragon Heist.


In terms of enemies, Xanathar hates the Zhentarim and has even supported plots by others as a way to expel them from the city. As recently as Dragon Heist, Xanathar’s guild was in a full-scale war with the Zhentarim, members of both organizations killing each other in the streets.

One of the plots Xanathar supported has also earned it the ire of Open Lord of Waterdeep, Laeral Silverhand. A confrontation between the two in the Ed Greenwood novel Death Masks left Xanathar hiding from her and has apparently instilled such a fear of her in the beholder that it fears even killing those in her employ.

So, given that Laeral is both aware of Xanathar, and knows where he can be found, that begs a question.


Why let him live? Why let his guild continue to slave and steal and murder?

Well, simply put, Xanathar is useful.


The presence of a “guild” of thieves run by a deranged beholder prevents other, more organized criminal guilds from taking root in the city. After all, most thieves don’t want to tangle with a beholder. And besides… Xanathar knows exactly how far he can push before the Lords of Waterdeep come calling.

Of course, ultimately this is all up to the real power of your game, the Dungeon Master. And if your Dungeon Master wants to add the knowledge of Xanathar to their game they can find everything they need in Xanathar's Guide to Everything. Available now at the Wizard's Tower. And if you want to go against Xanathar, you can pick up Waterdeep: Dragon Heist too!


Unlike most of my articles, I couldn’t find any direct links between Xanathar and real life. Well, except for the love of its goldfish and how the more responsible around him have a habit of replacing Sylgar whenever he dies likely being a take on how parents swap out their children’s dead fish with new ones.

It’s a bit of a stretch, and an ugly comparison. But hey.

Beauty is in the eye of the beholder.

Until next time,

-Loremaster Sokar.

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