Galenth Dysley Galenth Dysley [ daɪsli ] is the main antagonist of " Final Fantasy XIII " . He is often seen with a rukh familiar called Menrva , actually an extension of his power and is used by Dysley to spy on others . Voted into the position of Primarch by Cocoon ' s citizens , Dysley is the leading figure of the Sanctum . While he appears to be a well - respected man of the people , promising their continued peace , this is a mask Dysley uses to hide his true nature . Datalog . Galenth Dysley . " Acting in the guise of a human Primarch , Galenth Dysley has concealed his true identity as the fal ' Cie Barthandelus . " " He reveals to Lightning and her companions that their Focus is for one of them to take on the form of Ragnarok and shatter Cocoon . " " Despite overseeing Cocoon ' s prosperity for so long , it seems he now desires its destruction . To that end , he has watched over the fugitive l ' Cie , and even taken a direct hand in their survival . " Barthandelus . " This fal ' Cie has long lived under the guise of Galenth Dysley , the Sanctum ' s supposedly human Primarch . Unbeknownst even to his closest aides , he has kept careful watch on the fugitive l ' Cie through the eyes of his rukh , Menrva , forcing them to grow stronger while at times aiding secretly in their flight . " " Barthandelus desires only that the l ' Cie complete their Focus , which he explained to be transforming into the beast Ragnarok in order to destroy Orphan and all of Cocoon . " Profile . Appearance . Dysley is an elderly man wearing ornate gold and white robes with a blue shawl that crosses his chest . His headdress has gold ornamentation rising from the top and extends a transparent lavender veil over his head . The front of his robes are covered in gold jewelry , and he carries a white and gold staff bearing the emblem of the god Lindzei at the top with a coiling serpent . He stands 185cm tall . In his true form as the fal ' Cie Barthandelus , his form continuously changes . At first , he appears as a towering , bronze mechanical being with gold lining , alien markings visible on his " skin " , and four face - masks grafted onto the sides of his head as adornments . He has a snake - like throat with gills . His eyes lack pupils and he has an eerie grin with sharp , dagger - like teeth . In his later appearances , Barthandelus takes on a white - silver color scheme with black and gold linings . The exact details of his form vary between the three times he reveals his true form , but remain overall consistent . Personality . Dysley is heartless and sinister , viewing humans as tools to achieve his ends and would not hesitate to exploit their weaknesses — and their strength — to his advantage . Dysley presents himself to the people of Cocoon as a wise , rational and liberal - minded leader who values the safety of the citizens , but once the Pulse l ' Cie are detected Dysley discards the charade and begins acting more like his true self . He mourns for the state of the world , expressing that Cocoon ' s people suffer and that the l ' Cie are only prolonging that pain by choosing not to follow their Focus to destroy Orphan , the fal ' Cie that keeps Cocoon afloat . Ultimately , he is a ruthless nihilist who wishes to see Cocoon destroyed so he and his fellow fal ' Cie can be reunited with the Maker , the deity the fal ' Cie believe resides in another realm . Abilities . In human form Dysley can use powerful magic , as demonstrated by him on " Palamecia " when he dispatches the crew and Jihl Nabaat . He can use his familiar Menrva as an extension of his being and thus spy on others . He can create illusions , appearing as Serah Farron to the party in Oerba , and shattering depictions of Serah ' s and Dajh ' s crystals in Narthex Throne . He can communicate with the party via a hologram of himself outside Edenhall . He can also transform Menvra into an airship . As a fal ' Cie , Barthandelus possesses great magical powers , the most notable of which is the ability to shapeshift . As he is a fal ' Cie , Barthandelus can brand l ' Cie , or turn people into a Cie ' th directly by branding them l ' Cie without giving them a Focus . He can cast magic freely , create illusions , teleport , and project fields of energy to defend himself . During his first form , Barthandelus is nigh impossible to effectively harm unless his pauldrons are destroyed , and each of them have their own elemental affinities . His second form uses laser - like attacks and his magic arsenal abruptly changes to one with powerful status ailment - inflicting spells . In his third and final form , Barthandelus uses powerful laser attacks and Ultima . The true level of his power remains unknown , as he only engages the party to manipulate them into following his plan , not to defeat them . In his final fight , Barthandelus allows himself to be defeated . Story . War of Transgression . Almost seven centuries ago under the orders of his creator — the deity Lindzei — Barthandelus devised a plan to use humans to find the door to the unseen realm : Etro ' s gate . Using stolen Arks and Gran Pulse ' s resources , Barthandelus lured some of the residents of Gran Pulse to Cocoon — a floating fal ' Cie - crafted world — with the promise of paradise while instilling fear and hatred in those who refused to leave their homeland . This sparked the wrath of the Pulse fal ' Cie Anima , with the people of the Gran Pulse village Oerba declaring war on Cocoon . Barthandelus and the fal ' Cie defended against the attack , appearing to be protecting Cocoon ' s residents . When the mythical beast Ragnarok was summoned and cracked Cocoon ' s shell , the goddess Etro intervened by placing Anima into a deep sleep and forcing Vanille and Fang , two Pulse l ' Cie given the Focus to wipe out Cocoon as Ragnarok , into a premature crystal stasis . Seeing Ragnarok as the ideal means to destroy Cocoon , Barthandelus secretly brought the Pulse Vestige — where Anima and the two crystallized l ' Cie resided — into Cocoon . He placed it near the seaside town of Bodhum and sourced raw materials from Gran Pulse to repair the damage to Cocoon ' s shell , and make more land for people to populate . Cocoon continued to grow into a human paradise , assisted by the Cocoon fal ' Cie , while the people grew up under the impression the fal ' Cie had saved them from a Pulse invasion . " Final Fantasy XIII Episode Zero - Promise - " . Barthandelus assumed the guise of the human Galenth Dysley and took the helm of the Sanctum government , waiting for the day Fang and Vanille would take up Ragnarok ' s mantle once more . Dysley awakens the sleeping Anima to revive Vanille and Fang from crystal stasis , and after informing Cocoon ' s anti - Pulse military force , PSICOM , of a Pulse invasion being underway , Dysley monitors Fang and Vanille as they wander Cocoon . Realizing the Pulse l ' Cie are not going to complete their Focus , he turns his attention to the newly - branded l ' Cie , Serah Farron ( a local girl who had accidentally come into contact with Anima ) , and uses fear of her and Anima as an excuse to enact the Purge . " Final Fantasy XIII " . The discovery of Serah ' s branding and the subsequent Purge of Bodhum ' s population starts a chain of events that culminates with Lightning , Sazh , Hope , and Snow to be branded as Pulse l ' Cie to destroy Cocoon . Dysley puts his plans into motion and marks the Cavalry leader , Cid Raines , as a l ' Cie to help the Pulse l ' Cie complete their Focus . Pulling strings from behind the curtains , he and the other Cocoon fal ' Cie secretly guide the l ' Cie towards their goal by forcing them to fight Sanctum soldiers to strengthen them and ensuring they safely proceed through countless obstacles , namely escaping from the grips of PSICOM . After Sazh and Vanille are captured in Nautilus , Dysley spreads news of their impending public execution to lure the other four l ' Cie to him . Lightning ' s group rushes to the airship " Palamecia " to save their friends . In the airship ' s control room the group confronts Dysley , when he suddenly dispatches the PSICOM commander tasked with his protection , Jihl Nabaat , and the " Palamecia " crew with magic . The party presumes him a l ' Cie , but Dysley laughs and transforms into his true form , revealing himself as the fal ' Cie Barthandelus . Though the party defeats Barthandelus , he shifts back into his Dysley form and reappears . Dysley taunts Fang for having forgotten her Focus , and tells the party their Focus is to become Ragnarok and fell Orphan , the fal ' Cie that sustains Cocoon . He claims Serah ' s true Focus was to gather them up to be branded l ' Cie . When Snow claims that Serah intended to have them fight their Focus , Dysley informs them that her shedding crystal tears meant that she was trying just the opposite . Dysley gives the group an airship and sends them to the Fifth Ark resting beneath the Cocoon capital Eden to further strengthen their powers as l ' Cie . While inside the Ark , the party meets Cid Raines who reveals Dysley ' s ultimate goal to them : the Cocoon fal ' Cie wish to call the Maker — the deity that had created them — back into the mortal realm by offering a human sacrifice great enough to open the door to the afterlife wide open : Cocoon ' s citizens . Cid attempts to kill them to fight his Focus , but enters crystal stasis upon being defeated . Using an old Pulsian airship to travel to Gran Pulse , the group encounters Dysley in the ruins of Oerba when he assumes Serah ' s form to encourage them to fulfill their Focus . Dysley reveals he has stepped down as Primarch and released Cid Raines from stasis and appointed him as his successors . Fear of Raines as a fal ' Cie puppet will soon cause a civil war in Cocoon when the Calvary turns against him , now believing Orphan to be the leader of the Cocoon fal ' Cie . Dysley claims the Cavalry will kill Orphan before he shifts into Barthandelus to fight the group . When defeated he leaves behind Menrva in its airship form so the group may return to Cocoon should they wish to save its citizens . The party returns to Cocoon , encountering an illusion of Dysley when signs of Etro ' s gate manifesting occur . Once they reach Edenhall at the heart of Eden , the party finds most of the Cavalry turned into Cie ' th ; Dysley merely used the Cavalry as a ploy to get the l ' Cie to enter Orphan ' s Cradle where Orphan resides . Waiting for them in Orphan ' s chamber , Dysley tries to manipulate the group by shattering illusions of the crystallized Serah and Sazh ' s son Dajh . The l ' Cie refuse to fulfill their Focus , and Dysley turns into Barthandelus once more to fight them and force their hand . He is defeated and sinks into Orphan ' s pool with Menrva following to activate Orphan . With Orphan born , Barthandelus ' s lifeless body is assimilated into a protective shell that Orphan speaks through before it is eventually shattered by the l ' Cie . Gameplay . In the form of Barthandelus , Dysley is fought three times : on the airship " Palamecia " in Chapter 9 , in Oerba in Chapter 11 , and in Orphan ' s Cradle in Chapter 13 . After the final confrontation , Dysley becomes a part of Orphan . Creation and development . Dysley is one of the two antagonists in " Final Fantasy XIII " to be designed by Tetsuya Nomura . Dysley ' s design is influenced by the regalia of the Pope of the Catholic Church , as well as that of Justinian I whose actions influenced artist portrayals of Jesus during the Middle Ages . In the Japanese version , the title of Primarch is " Great Pope " . Voice . Dysley is voiced by Masaru Shinozuka in the Japanese version . He is voiced S . Scott Bullock in the English version . He has a cold , sophisticated , and regal tone , with a slight bit of a dramatic flair . In both versions , Dysley ' s forms as a human and fal ' Cie share voice actors . Musical themes . " Fighting Fate " is the boss theme against the three incarnations of Barthandelus . It refers to his intent to bring about Ragnarok , using the l ' Cie as his tools , reciting a more than full version of it under a guise in Oerba . He adds , " Make of this day a brave epoch . Deliver the Divine , Ragnarok " . Dysley ' s own theme is called " Primarch Dysley . " Etymology . Barthandelus is based on the Germanic literary shape - shifter Baldanders and is called such in the Italian , Spanish , and Japanese versions .