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We shall devour your light, and use it to return this world to the Void!

Cloud of Darkness

The Cloud of Darkness is the overarching 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.



Yoshitaka Amano sketch of the Cloud of Darkness.

In Final Fantasy III, the Cloud of Darkness appears as a green-skinned female humanoid that emerges from a portal of darkness at its waist, though its form appears ghostly and ethereal. It has a red heart-shaped mark on its forehead, and several mouthed tentacles around it. Its field sprite is a glowing green orb, and in the 3D remakes, several multiple green orbs exit and enter the main orb in an arc.

In Yoshitaka Amano's illustration and 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 a red heart-shaped mark on its forehead, long silver hair and 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. For purposes of gameplay, however, the Cloud of Darkness is treated as female in its spin-off series appearances, and is therefore able to equip female-exclusive equipment. A feedback survey issued by the Final Fantasy Record Keeper team also referred to the Cloud of Darkness as female, and so grouped it with other female characters asking which was the "coolest" among the group.


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 manikins 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 the Cloud of Darkness is aware of the other antagonists' 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 who will always exist to consume the world; defeating it merely sends it into sleep to recover its power and awaken at a later date.

In her Dissidia appearances where she is voiced, the Japanese version has her speak with an elder woman characteristic, while in English dub she talks more like a high class woman.


Spoiler warning: Plot and/or ending details follow. (Skip section)

Model of Cloud of Darkness.

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. In the 3D remake, one of the Warriors of Darkness reveals 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.


Cloud of Darkness's unbeatable encounter sprite (NES).

The Cloud of Darkness is fought twice. 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 the 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.

Spoilers end here.

Musical themes[]

The original battle theme for the Cloud of Darkness is called "This is the Last Battle" (最後の死闘, Saigo no Shitō?, lit. 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 third studio album. The theme was retitled "Kurayaminokumo" ("The Cloud of Darkness"). The theme also appears in a slightly different version in the Fantasia stage of Chocobo Racing, where Bahamut is the opponent.

Other appearances[]

Appearance in Dissidia Final Fantasy NT.

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[]


Cloud of Darkness parody in DynamiTracer.

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 Cloud".

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/Oblivion (破壊するもの, Hakaisuru mono?) from Romancing SaGa 3 is an entity born of destructive energy from Morastrum, the dark star of death. Its purpose is to destroy anything, effectively returning everything to the void. It shares many attributes with the Cloud of Darkness: it has a female appearance despite being genderless, and has a similar method in weakening it by defeating the four noble Devil Lords. Unlike the Cloud of Darkness, they are voiceless and not invincible from the start.



A dark cloud or dark nebula is a type of interstellar cloud that is so dense that it obscures the light from the background emission or reflection nebula or background stars.