Battle above Rabanastre The Battle above Rabanastre is a battle in " Final Fantasy XII " . The Archadian Imperial Fleets led by Vayne Solidor face off against the Resistance forces led by Marquis Halim Ondore IV . The battle is fought in the skies above the capital of Dalmasca , Rabanastre . Prelude . Vayne Solidor , after being crowned Emperor of Archadia , set out to conquer Ivalice . He entrusts Doctor Cid and Judge Gabranth the mission to locate the Sun - Cryst , a colossal piece of nethicite he has learned of from Venat , a rogue Occuria working with Archadia . Vayne wants to harness Syn - Cryst to power up the Empire ' s new flagship . Atop the Pharos , Cid meets his death , and the Sun - Cryst is destroyed . However , before exploding it emits enormous amounts of Mist that is absorbed by the Sky Fortress " Bahamut " , powering it up . A group of Rozarrian mercenaries , who were hired into the Resistance , ignore orders and travel to Nabudis for a surprise attack . They retreat into Rabanastre airspace , and deliberately provoke a belligerent response from Archadia . The 12th fleet of the Archadian air force , with the colossal Sky Fortress " Bahamut " as the flagship , charges after them . Ondore , unable to leave his ships out to be destroyed , sends his fleet out to support them . Thus the Battle above Rabanastre commences . The battle . Using the Bahamut ' s powerful Mist - charged cannons , Vayne hopes to destroy the Resistance fleet before all the people of Rabanastre . He uses the " Alexander " as a shield and Judge Zargabaath as a secondary commander . The smaller Resistance airships get past the blockade and attack the " Bahamut " . Meanwhile , Vaan , Ashe , Balthier , Fran , Basch , and Penelo arrive to the battleground on the " Strahl " . Ondore is not willing to allow Ashe to infiltrate the Sky Fortress , but Vaan imitates Larsa ' s voice and assures the Marquis they are going to persuade Vayne to end the war . The group enters the " Bahamut " and find Gabranth , whose only objective left in life is to kill his " traitorous " brother . The party defeats Gabranth , heavily wounding him , and journey on to confront Vayne . Vayne is ready to face the party , but does not expect that his brother , Larsa , would turn his sword against him . A battle ensues where Vayne is defeated . Before being struck down , he uses the power of manufacted nethicite to knock out Larsa and transform into Vayne Novus . The wounded Gabranth saves Larsa from Vayne ' s next attack , and takes his place in the battle . The group weakens Vayne allowing Gabranth to stab Vayne . Vayne fatally wounds the Judge Magister , but Larsa uses his piece of manufacted nethicite to stop Vayne from dealing the death blow , while Vaan attacks him . Vayne escapes outside where Venat lends him its power to thank Vayne for helping free the world from the hands of the Occuria . Vayne uses Venat ' s power to fuse parts of the " Bahamut " with his body , becoming a giant mechanical dragon called The Undying . The party defeats him , and Ashe ' s party , taking Larsa and Gabranth with them , flee from the " Bahamut " aboard the " Strahl " . Aftermath . Larsa announces his brother ' s death and succeeds him as the commander of the Empire . He orders a cease - fire , which is upheld by Ashe , Ondore , Zargabaath , and Basch , who takes his dying brother ' s place as Judge Magister . The Sky Fortress , depleted of its energy as well as its commander , collapses towards Rabanastre . Zargabaath intends to sacrifice his life to ram the falling airship away to save the Dalmascan citizens , but the Sky Fortress is steered by Balthier and Fran to crash - land just outside of the city . Peace returns to the world , and Ashe becomes the queen of Dalmasca . Basch takes Gabranth ' s place as Larsa ' s bodyguard , and Fran and Balthier , who had gone missing since the battle above Rabanastre , contact Vaan and Penelo , letting them know of a new treasure they are after .