Cloud of Darkness The Cloud of Darkness is the primary antagonist and final boss of " Final Fantasy III " . Although it is the final boss , it does not appear until the very end . Its goal is to cause a flood of darkness to reduce the world to nothingness . Profile . Appearance . In " Final Fantasy III " , the Cloud of Darkness appears as a green - skinned female humanoid emerging from a portal of darkness at its waist . It has a red heart - shaped mark is on its forehead , and several mouthed tentacles around it . In Yoshitaka Amano ' s concept art of it and in " Dissidia Final Fantasy " , the Cloud of Darkness takes the form of a shapely woman wearing a red and black cape with the rest of its body covered in red and black markings . It has the red heart - shaped mark on its forehead , and has long silver hair . It has only two tentacles , emerging from its waist . The Cloud of Darkness is the tallest non - giant character in the " Dissidia " series . Though the Cloud of Darkness universally takes on a feminine form , it is officially considered a genderless being that merely chooses to appear as such . The Cloud of Darkness refers to itself in the plural , using " We " instead of " I " . " Dissidia Final Fantasy " explains this as its two tentacles having minds of their own , and the humanoid body speaking for the three of them . Personality . The Cloud of Darkness ' s personality is not explored in " Final Fantasy III " , as it is more of a monster rather than a character . " Dissidia Final Fantasy " characterizes it as cruel and condescending , having a disregard for human life . In " Dissidia 012 Final Fantasy " it dislikes the arrival of the manikin s in the cycle , feeling they are a foreign presence that disrupts the order of the cycle . It tells Laguna where the manikins are coming from to see how he handles the information , and is intrigued when he and his allies choose to track it down and close the portal knowing it will cost them their lives . Though Cloud of Darkness is aware of the other villains ' schemes to end the cycle and seize power for themselves , it does not care , as it is an emissary of the Void and thus believes all will be consumed regardless of their actions . Both " Final Fantasy III " and " Dissidia Final Fantasy " present the Cloud of Darkness as a timeless , eternal entity — it will always exist to consume the world , defeating it merely sends it into sleep to recover its power and awaken at a later date . Story . The Cloud of Darkness manipulates Xande to destroy the world ' s Crystals . Xande believes this will stop time and allow him to prolong his mortal life , but in reality this is the catalyst needed for the Cloud of Darkness to manifest . The Cloud of Darkness reveals itself after Xande ' s death , due to the imbalance between light and dark caused by him , and reveals its intention of returning the world to a state of nothingness . A battle ensues in which the Cloud of Darkness defeats the Warriors of Light , seemingly ending any resistance to its plan . The Warriors of the Light are revived by their former allies and return to the World of Darkness to confront the Cloud of Darkness . The Cloud of Darkness sends out its Guardians of the Dark Crystals to guard the Dark Crystal and kill the Warriors of Light . One by one the guardians fall and the Warriors of the Dark appear to help Warriors of the Light to weaken it . It is revealed by one of the Warriors of Darkness that Xande was being used by the Cloud of Darkness the entire time , and that the Cloud of Darkness was the one responsible for the earthquake that almost drew the floating continent to the surface world . At first the Cloud of Darkness is too powerful for the Warriors of the Light , but the Warriors of the Dark sacrifice themselves to weaken it , making it vulnerable . The Cloud of Darkness unleashes its full power onto the Warriors of the Light , but in the end , it is defeated and its plan to extinguish all life goes unfulfilled . Gameplay . The Cloud of Darkness is fought twice in " Final Fantasy III " . The first time it is invincible and , after a few turns , it will use Particle Beam and defeat the party . The player must rescue the four Warriors of the Dark in the World of Darkness located in each of the four corners of the dungeon before facing it again in the center area . This time Cloud of Darkness uses a wider range of attacks including its signature Particle Beam , but since the Warriors of the Dark have weakened it , this battle can be won . In the Nintendo Entertainment System version , the serpentine tentacles nearby the Cloud of Darkness are simply for decoration . In the 3D remake versions the tentacles ' numbers were reduced to two and were given attacks . The one to the right of the Cloud of Darkness has abilities such as Haste and Esuna , while the one to the left uses Lightning whenever possible . Musical themes . The original battle theme for the Cloud of Darkness is called " Saigo no shitou " ( " Final Battle to the Death " ) . The track is split into three parts , each successive part faster than the last . The Black Mages included a rearrangement of the theme in their . The theme was retitled " Kurayaminokumo " ( " The Cloud of Darkness " ) . The song also appears , albeit in a slightly different version , in the Fantasia stage of " Chocobo Racing " , where Bahamut is the opponent . Other appearances . Cloud of Darkness has made appearances in the following games in the " Final Fantasy " series : Non - " Final Fantasy " guest appearances . Cloud of Darkness has made guest appearances in the following non - " Final Fantasy " games : Other media . Games . The Totema Famfrit from " Final Fantasy Tactics Advance " and the Esper Famfrit in " Final Fantasy XII " are loosely based on the Cloud of Darkness . Famfrit ' s title is " The Darkening Clouds " . A spoof of the final battle of " Final Fantasy III " appears in the credits roll for " DynamiTracer " , a Japan - exclusive Squaresoft game for the Super Famicom SatellaView add - on . Four characters from the cast substitute for the Warriors of Light while another parodies the Cloud of Darkness . The Destroyer from " Romancing Saga 3 " ( another Squaresoft title never released overseas ) is an entity born of destructive energy from the star of death . Its purpose is to destroy anything , effectively returning everything to the void . It shares many attributes with the Cloud of Darkness : a female appearance , being genderless , referring itself in the plural form , and has a similar method in weakening it by defeating the four noble Devil Lords .