Cloud of Darkness ( Final Fantasy III boss ) Cloud of Darkness is the final boss of " Final Fantasy III " and is encountered twice . It is first encountered in an unwinnable storyline battle after Xande has been defeated . At the very end of the game , after the party has traversed the World of Darkness , the Cloud of Darkness is fought again , but if the player has not freed all the Warriors of the Dark in the final dungeon before doing so , the final boss will have an unparalleled high defense stat and the heroes will find themselves fighting a losing battle . NES battle . The Cloud of Darkness will usually only use a single attack , Flare Wave , which does 1 , 200 – 1 , 500 HP of damage to the entire party . On some rare occasions it uses a physical attack that ignores the character ' s Defense and will likely result in an instant kill . NES strategy . Realistically one needs at least two high - level White Magic users to prevent the party being overwhelmed and destroyed by the damage from the Flare Wave . Once the player is able to bring the damage sustained by the party under control , the battle becomes mostly an endurance test . Two Sages and two Ninjas is considered the optimal party make - up . Alternatively , three Sages and one Ninja will further increase the party ' s chance of survival if all three Sages focus on healing , though it makes for a long , tedious battle . The player should use all of their shurikens ( and make sure they reequip every round ) . The Sages can cast Haste on the Ninjas the first round ( if not using shurikens ) . Afterward , the party will probably have to cast Cure4 every round . If it seems like there is a round of respite , the player can call Bahamut . If the party runs out of magic , they can use Elixirs . Remake battle . The Right Tentacle is immune to physical attacks , but not magic . The Left Tentacle is immune to magic and must be taken down with physical attacks . The Right Tentacle is weak to all elements . The Left Tentacle uses a Lightning attack . The Cloud of Darkness can use Bad Breath to hamper the party unless the members are equipped with Ribbons or Aegis Shields . Otherwise , only its physical attacks pose an actual threat ( although they do not ignore defense in this version ) until it starts to use Particle Beam ( the same as Flare Wave from the NES version ) . Remake strategy . Although difficult , the Cloud of Darkness can be defeated by solely attacking its main body . However , destroying the Tentacle on the player ' s left first makes the rest of the battle easier because of its powerful Lightning attack . Casting Firaga or Holy on the Right Tentacle will do large amounts of damage . A Devout is highly recommended as they can use high level White Magic , including Curaja and Arise , more often and more powerfully than the Sage and can support the party with Protect or cast Holy on the Cloud of Darkness . Protect can only be cast on one person per turn so that strategy is optional . Warriors can use the Advance ability to deal heavy damage to either the Right Tentacle or the Cloud of Darkness . Ninjas are useful for their Throw ability and they can also inflict massive physical damage to the Cloud of Darkness while dual - wielding the Masamune and Muramasa . It is preferred for Dark Knights and Dragoons to attack normally and only use boosts provided by Devouts and Bards , both of which are recommended to be in the back row . Bards can also use Sing with a Loki Harp for a more effective attack bonus . Black Belts can use Boost to save a Devout ' s turn .