Ultimecia / Dissidia Ultimecia is one of the villains fighting for the side of Chaos in " Dissidia Final Fantasy " and " Dissidia 012 Final Fantasy " . A sorceress possessing the power to control time , her magical strength is immense , and she attacks with magically animated swords and axes , in addition to wielding traditional spells . Along with The Emperor , Ultimecia schemes to take control of the world from both Chaos and Cosmos and reign over existence in their place . She appears to her nemesis , Squall , disguised as Cosmos to manipulate him , both to test his resolve to face her and to keep him separated from his friends . While Squall is her nemesis in the original " Dissidia Final Fantasy " , her main rival in the " 012 " storyline is Tifa , whose positive outlook both intrigues and repulses her to the point of wanting it destroyed . Profile . Appearance . Ultimecia ' s design is virtually unchanged from her original appearance in " Final Fantasy VIII " . She dons a revealing red gown with a plunging neckline tapered just below the navel . A black fur ruffle extends along the neckline and merges with her wings . Her feet and hands bear violet talons , and she has long silver hair , some of which is pulled up into two " Horns " on either side of her hair . The hair in the horns has red tips . Ultimecia ' s first alternate outfit , " Onyx Dress " , colors her dress black and beige , while her claws turn red . Ultimecia ' s second alternate outfit , " Edea ' s Corpse " , is designed to resemble Sorceress Edea while under Ultimecia ' s control in " Final Fantasy VIII " . She wears a skin - tight dress with a plunging neckline and a fur ruffle around her shoulders . It is primarily black with a purple gradient along the bottom . A shell - themed headpiece adorned with jewels sits over her left temple with gold veins stretching over her cheek to her yellow eyes . Ultimecia ' s manikin version , Transient Witch , is purplish - pink . Story . Treachery of the Gods . During the events prior to the 12th cycle of war , Ultimecia assisted Kefka Palazzo in fighting the Warrior of Light and Lightning , although he requested she does not assist him . Finding Tifa on her own , Ultimecia fights her out of curiosity as to whether or not she could break the girl ' s cheerful outlook . Using her time powers to put a Transient Witch in her place when Tifa executes a death blow , Ultimecia is about to kill her from behind while Kain appears . Ultimecia takes her leave , revealing Kain ' s actions to Tifa in the process . Ultimecia later reappears with Garland , Kefka , Cloud of Darkness , and the Emperor , intending to stop Tifa , Lightning , Vaan , Laguna , and Yuna from sealing the rift . Light to All . Ultimecia taunts Kuja of his abilities as a ruse to get him to plot against Zidane . Ultimecia appears to Squall disguised as Cosmos , discussing his choice to travel alone in his search for the Crystal . As Cosmos , Ultimecia tells Squall he must confront his true opponent — Ultimecia — alone to claim his Crystal , and thus must continue his journey in solitude . Garland questions her actions , but Ultimecia says she knows of his ties to Chaos , and asks him to assist her in her plan separate from the plans of the Emperor . As the Warrior of Light searches for his Crystal he passes through Ultimecia ' s castle and she confronts him . Ultimecia ridicules his resolve to find the Crystals , claiming they are the fabrications of a fallen goddess . The Warrior refuses to listen and the two battle . Though the Warrior is victorious , Ultimecia continues to mock him , telling him his comrades are losing faith in their goal and some have gone off on their own . Later , Ultimecia and the Emperor attempt to persuade Sephiroth to join their plan , but he refuses , and the three are interrupted by Bartz . Bartz flees , and Ultimecia suggests they send Exdeath to pursue him . Ultimecia appears before Squall as Cosmos again and reveals her disguise . Ultimecia congratulates Squall on what she calls his ruthless , selfish heart , having abandoned his friends and traveled alone regardless of their safety . Ultimecia orders Squall to attack her and show her the strength of his pride , but Squall puts down his sword and silently refuses . Ultimecia retreats to her castle and waits for Squall to confront her . Squall arrives , and Ultimecia summons Garland to team up with her against Squall . Zidane tackles Garland and battles him , leaving Squall to fight Ultimecia . Squall prevails and claims his Crystal , while Ultimecia fades away . Ultimecia later appears alongside the Emperor and engages Firion in battle , both telling Firion his wish to end the war is futile . Firion defeats Ultimecia but she reappears immediately after as proof of what she and the Emperor call the futility of Firion ' s dream . After Cosmos ' s death Ultimecia speaks to the Cloud of Darkness about Shinryu awakening . Ultimecia tells the Cloud of Darkness that previously Shinryu would awaken whenever the cycle of war reached its end and " purify " the world , setting the stage for the war to begin again . However , she senses the Emperor ' s plan to kill Cosmos for good may have been successful . Furthermore , Ultimecia reveals to the Cloud of Darkness she has no intentions to serve Chaos along with her time compression scheme . Squall arrives at Ultimecia ' s castle where she reveals her plan to him as well . Squall vows to stop her , and Ultimecia accuses him of being the same as her , wishing to create an ideal world , but is defeated once again , fading away . Official Quests . Ultimecia appears in " Kain ' s Quest 012 : A Dragoon ' s Betrayal " where she appears to Kain to taunt him about his decision to strike down friend and foe alike . She asks what he was speaking to Golbez about , but Kain refuses to answer and the two fight . Ultimecia understands the strength that felled the other Warriors of Cosmos , and departs , saying the cycle has become interesting . Gameplay . In battle , Ultimecia is a Sorcerous Fusileer . Her attacks are themed around Sorceress Knights , and consist of various magical bolts to bombard enemies . Ultimecia ' s Bravery attacks have two forms , one where the player taps , and one where the player holds the button down to change the attack ' s effects . She can attack while moving , as her attacks revolve around aerial zone control . As a downside , Ultimecia has slow ground movement , and all of her HP attacks require her to charge them up . Close - ranged fighters like Warrior of Light and Tidus have a great advantage against her as all of Ultimecia ' s attacks are long - ranged , and she has limited melee capabilities . Boss . In " Dissidia Final Fantasy " Ultimecia is fought in Destiny Odyssey I , II , VIII , Shade Impulse , Distant Glory , and Inward Chaos . In " Dissidia 012 Final Fantasy " , she is fought in Ally , An Undocumented Battle , Seeds of Hope , Resolve for Seclusion , Champions of her Will , and Conclusion of the Cycle chapters of Story Mode . EX Mode . Ultimecia ' s EX Mode is Junction Griever , a variation of her hybrid junction form with Griever from " Final Fantasy VIII " . While in EX Mode , Ultimecia gains the ability " Time Crush " , usable by holding and . The attack has a long charge time , but if successful it stuns and traps the opponent for several seconds . The only way to escape the attack is for the paralyzed character to initiate EX Mode . If Time Crush is used a second time on an opponent already paralyzed , they are freed . The player can begin charging Time Crush again while the opponent is paralyzed , and it will execute successfully as long as it activates once the first Time Crush wears off . Ultimecia ' s EX Burst is Time Compression . She freezes her opponent in place and conjures a swarm of magic bolts to bombard them . The EX Burst uses a slight variation on the mechanics as Squall ' s Renzokuken , requiring the player to press in time with icons on a power meter to increase the damage done by the magic bolts as they bombard the opponent . The finishing blow is an explosion called Sorceress Heart , paralleling the name of Squall ' s finishing blow , Lion Heart . Equipment . Ultimecia can equip Daggers , Rods , Staves , Instruments , Bangles , Hats , Hairpins , Clothing , and Robes . In " Dissidia 012 Final Fantasy " , Ultimecia can also equip Thrown Weapons and Headbands .