Cloud of Darkness / Dissidia The Cloud of Darkness is a villain fighting for the side of Chaos in " Dissidia Final Fantasy " and " Dissidia 012 Final Fantasy " . She is an entity that appears when the balance between light and darkness is disturbed , and tries to pull the world into the Void . She hovers like a cloud , and attacks with the tentacles wrapped around her body . Cloud of Darkness allies with Kefka , Exdeath , and Kuja to destroy everything and return the world to darkness . Her rival is the young Onion Knight whose wish to protect his friends piques her interest . While the Onion Knight is her rival in the original " Dissidia Final Fantasy " , her main rival in the " Dissidia 012 Final Fantasy " storyline is Laguna , despite their shared goal of getting rid of the manikin s . Profile . Appearance . Cloud of Darkness ' s appearance is based on , depicting her with pale skin and a red and black cloak attached to her wrists . Black and red coverings adorn her body and two mouthed tentacles extend from her back . Cloud of Darkness ' s first alternate outfit , " Dark Robe " , recolors her cape blue . In " Dissidia Final Fantasy " her EX Mode is colored a mixture of light green and dark green with a dull red for the legs . In " Dissidia 012 Final Fantasy " , her EX Mode in this outfit is changed to a bright orange and yellow form with blue markings along her legs , reflecting her while invincible . Cloud of Darkness ' s second alternate outfit , " Lucent Robe " , has an overall lighter appearance . Her cape is white , and her tentacles are a pale yellow and lack faces . Her body coverings change to black , white and various shades of purple , and she has several loops of beads along her legs . In this outfit her EX Mode colors her body coverings gold and different shades of white , and gives her red markings on her skin . Her manikin version , Counterfeit Wraith , is green . Story . Treachery of the Gods . At some point prior to the 12th cycle , the Cloud of Darkness aids Sephiroth upon his request as the latter takes interest in her abilities when fighting the Warrior of Light and Lightning . The Cloud of Darkness later ambushes Laguna while he is separated from the others . Their fight ends with Laguna getting a leg cramp after staring at her scantily - clad body . This , and Laguna stating his reasons for helping Cosmos , cause her to develop an interest in him , leading the Cloud of Darkness to reveal where the manikins are coming from . She reveals this information as it is a potential suicide mission and is curious about the manner of death Laguna would choose for himself . It is also implied she intends for Laguna and the Warriors of Cosmos to succeed in sealing the rift because she finds the manikins to be abominations . She later appears with Kefka , Garland , the Emperor , and Ultimecia to fight Laguna , Vaan , Lightning , Yuna , and Tifa before they seal the rift leading to the manikins ' domain . In the aftermath she is ambushed by Kefka , who marks her as a traitor for her indirect part in the manikins ' world being sealed off from World B , receiving purification in preparation for the next cycle , though it ultimately is of no consequence to her . Light to All . Working with Kefka , the Cloud of Darkness attempted to kill off Terra and the Onion Knight from a distance before Kefka stops her as he desires to regain control over Terra . Though not convinced of Terra ' s power , the Cloud of Darkness agrees to capture her and release her full power . After Terra loses control of her powers and battles the Onion Knight , the Cloud of Darkness arrives to abduct Terra . She berates the Onion Knight on his blindness to Terra ' s struggle during their travels and tells him he has only himself to blame for her capture . The Onion Knight travels to the World of Darkness where the Cloud of Darkness stands over an unconscious Terra , proclaiming the girl too fragile to be of use . The Onion Knight offers to take Terra ' s place as her servant , only to fool the Cloud of Darkness and strike her with her guard down , proclaiming he will defeat her and protect Terra . The two battle and the Cloud of Darkness is defeated . She fades away , leaving Terra to recover and the Onion Knight to claim his Crystal . The Cloud of Darkness later appears when Kefka realizes he cannot have Terra , cornering the girl and Cloud Strife when the Onion Knight comes to their aid and helps Cloud double team the villain while Terra fights Kefka . The outcome of her battle with Cloud and the Onion Knight is not shown , but the two of them are safe once Terra dispatches Kefka . After Cosmos is killed , the Cloud of Darkness speaks to Ultimecia , who tells her Shinryu has begun to stir , and reveals Shinryu is responsible for the cycles of war . The Cloud of Darkness is unfazed by the Emperor ' s plans , along with Ultimecia ' s time compression scheme , and focuses only on the eternal Void . Later , when the Onion Knight confronts her , Cloud of Darkness asks why he and the other Warriors are still moving on with Cosmos gone and there being nothing for the boy to protect . After losing , the Cloud of Darkness tells the Onion Knight it is too late , claiming they cannot stop the current of change . He replies he is listening to his heart and will not run away , because the determination of his friends encourages him to move forward . The Cloud of Darkness comments that living creatures are fascinating and she will be waiting in the rifts of the Void as she disappears into the darkness , going back to sleep . Official Quests . The Cloud of Darkness is the central character of " Cloud of Darkness ' Quest 013 : The Power of Destruction " . After kidnapping Terra , she questions Kefka as to the value of going through the trouble of enslaving her when they have the manikins , but Kefka claims the supply of manikins is growing limited and any power they can use is helpful . After Kefka leaves Terra regains consciousness , still unable to control her power , and the Cloud of Darkness fights her to see Terra ' s power for herself . The battle leaves Terra unconscious and the Cloud of Darkness wonders if she is fighting for a personal reason instead of for Cosmos , then senses the Onion Knight approaching . Gameplay . In battle , Cloud of Darkness ' s fighting style is Bane of Life , as she uses a wide array of powerful energy beam attacks to drain the opponent ' s HP , and has the most HP attacks of any character . Her Bravery attacks are limited to attacks of her tentacles , which can attack in one of three ways according to when the circle button is pressed a second time while attacking . Though limited , her Bravery attacks are still formidable . Her HP attacks cover a wide variety of tactical options and can hit across multiple ranges and altitudes . A drawback is that she moves slowly , and her reliance on HP attacks can leave her vulnerable to counterattacks before she can recover her Bravery . Boss . In " Dissidia Final Fantasy " , Cloud of Darkness is fought in Destiny Odyssey III , Shade Impulse , Distant Glory and Inward Chaos . In " Dissidia 012 Final Fantasy " , she is fought in Clues , An Undocumented Battle , Wisdom or Courage ? , and Conclusion of the Cycle chapters of Story Mode . EX Mode . The Cloud of Darkness ' s EX Mode is Flood of Darkness , where she loses her cape and her skin turns green , identical to her in - game appearance from " Final Fantasy III " . When in EX Mode , the Cloud of Darkness gains ability " [ Null ] Particle Beam " . This lets her cancel out the lag after she attacks by using an HP attack , allowing her to attack faster in succession and combo her attacks together . Her EX Burst , Ultra Particle Beam , has her attack with a smaller beam of energy , then summoning a large orb of darkness . The player must hold down to fill a bar to 120 % . If successful , the Cloud of Darkness ends with Ultra Particle Beam , where she blasts the opponent with a large beam of energy . Failing to release the button or failing to press at the right time will result in the Cloud of Darkness firing a smaller beam that does less damage . Equipment . Cloud of Darkness can equip Rods , Staves , Bangles , Hats , Hairpins , Clothing , and Robes . In " Dissidia 012 Final Fantasy " , the Cloud of Darkness can also equip Thrown Weapons and Poles .