STAR 01 - KAERU NO UTA (Song of the Frog) COST - 5 MP

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Effect: Transforms all foes into frogs and puts them to sleep.

Learn: From the green frogs (Tatchimi) in the circular forest near

Gongaga Town (also from the other forests nearby). <Disc 1+>

Tip: You can control the enemy and make it use Kaeru no Uta on you

(pick the bottom option).

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STAR 02 - LEVEL 4 JIBAKU (Level 4 Self-Destruct) COST - 10 MP

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Effect: All enemies with an experience level that is a multiple of 4

loses almost all their HP (you can't kill an enemy with this

spell--the best you can do is reduce their HP to one point).

In addition, they may be afflicted with the 'Minimum' status.

Learn: Burrowing squirrel-like foes (Muu) found near the Chocobo Farm.

<Disc 1+>

Tip: You can't control this enemy, so you'll have to wait until they

use it on you.

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STAR 03 - MAJIKKUHANMAA (Magic Hammer) COST - 3 MP

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Effect: Bop one foe on the head and gain up to 100 MP (assuming

the monster has enough MP).

Learn: Plant-like monsters (Ashigirisou) found on the tip of the

Westernmost Continent (in the dark grass). <Disc 1+>

Tip: You can control an Ashigiisou and have it use the Magic

Hammer against one of your allies (choose the third

option).

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STAR 04 - HOWAITOUINDO (White Wind) COST - 34 MP

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Effect: Each ally regains lost HP and their status ailments are cured

and dispelled. The amount of HP recovered depends on the

current HP of the caster.

Learn: The white and green cactus-like monsters (Zemzerett) in the

grassy area by Junon Town <Disc 1+>, or from the winged

serpents you fight if you're hit by a barrier at the Frozen

Mountain. <Disc 2>

Tip: You can't learn White Wind from a Zemzerett unless you control

it and make it use the skill on you (pick the bottom choice to

do this).

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STAR 05 - MAITIGAADO (Mighty Guard) COST - 56 MP

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Effect: Has the same effect as casting Haste, Barrier, and Mabarrier on

all your allies.

Learn: The spiky, shelled creatures with green tentacles (Beach Plug)

that live on the shore near the Gongaga Town. <Disc 1+>

Tip: The Beach Plug won't use Mighty Guard unless you control it

and make it use the skill on one of your members (it's the

middle option).

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STAR 06 - TENSHI NO SASAYAKI (Angel's Whisper) COST - 50 MP

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Effect: An angel appears above one person and brings them back to life

if they are dead. They also relieve any status ailments and

dispel any bad effects. In addition HP is restored to the

amount shown during the skill's use; however, this can be a

bane to characters with high HP because if your life is higher

than the amount shown, it is reduced to that amount. You'd

think that this would be a great way to weaken enemies with

more than 9999 HP, but it won't work on your opponents in this

manner--it will only heal them, remove status ailments, etc. :(

Learn: From the beckoning women in the yellow swimsuits (Polan Solita)

you meet in the Makou Pit if you take the right path the first

time you meet your friends. <Disc 3>

Tip: The easiest way to learn this skill is by controlling your

enemy and picking the bottom option to make them use this skill

on you.

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STAR 07 - DORAGONFOOSU (Dragon Force) COST - 19 MP

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Effect: Increases your physical and magical defense rating.

Learn: From the dragons (Dark Dragon) you meet during the descent into

the Makou Pit. <Disc 3>

Tip: You can't learn this unless you control the Dark Dragon and have

it use Dragon Force on one of you (pick the second choice).

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STAR 08 - DESUFOOSU (Death Force) COST - 3 MP

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Effect: One ally becomes immune to instant death attacks (this doesn't

protect you from dying if you lose all your HP).

Learn: The huge tusked turtles (Adamantaimai) by the shoreline of the

Westmost Continent. <Disc 1+>

Tip: You can't learn this skill unless you control the turtle and

make it use Death Force against you. To do this, choose the

bottom option once it's under your control.

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STAR 09 - KAEN HOUSHA (Flame Blaster) COST - 10 MP

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Effect: A stream of fire burns one foe for fire (Honoo) damage.

Learn: From any enemy that utilizes a fire breath attack. One of the

earliest locations would be the room with the ladders and

pipes where you fight the boss of the mountains behind

Nivelheim; you can fight Dragons in that area that use Kaen

Housha often. <Disc 1+> You can also learn it from the

flying yellow monsters (Aakudoragon) in the Mithril Mine.

Tip: While you could learn this skill by controlling a Dragon and

picking the bottom choice to make it use this skill on you,

chances are it will hit you with Kaen Housha as it's initial

attack in the first place. The same goes for the flying

Aakudoragons.

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STAR 10 - REEZAA (Laser) COST - 16 MP

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Effect: Reduces an enemy's HP by one-half.

Learn: From the dragons (Dark Dragon) you meet during the descent into

the Makou Pit. <Disc 3>

Tip: You can either let the Dark Dragon use this ability on you, or

you can control it (using Ayatsuru), and pick the top option

to make it use Laser on one of your allies.

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STAR 11 - MATORAMAJIKKU (Matora Magic) COST - 8 MP

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Effect: Fire a pack of missiles at one enemy for magic damage.

Learn: Machines with big feet and guns for arms (Sweeper Custom) around

Junon Town. <Disc +1> Or from the wheeled robo-creatures in

the underwater part of Junon Town. <Disc 2>

Tip: To learn this skill from the Sweeper Custom, just control it

and choose the last option.

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STAR 12 - KUSAI IKI (Smelly Breath) COST - 58 MP

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Effect: Inflict multiple status ailments upon all enemies, including

Confusion, Frog, Minimum (Shrink), Mute, Poison, and Sleep.

Learn: From the Mobol creatures (green guys with tentacles and really

big mouths) living on the outside ledges in the Frozen Mountain.

<Disc 2> You can also meet them in the Makou Pit, if you take

the right path the first time you run into your friends.

<Disc 3>

Tip: Be sure to have some protective accessories equipped when trying

to learn this skill or your party may be too weakened by the

Smelly Breath to kill the Molbol or even escape!

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STAR 13 - BEETA (Beta) COST - 35 MP

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Effect: A swirling red shape appears, surrounded by specks of white.

All targets are hit for magic damage.

Learn: The big shadow snake (Midgal Zuolm) in the marsh near the

Chocobo Farm. <Disc 1+>

Tip: This monster won't use Beta unless he's waving back and forth.

To make him do that, inflict heavy damage on him. Then just

wait until he uses Beta. If he still doesn't use it, take off

a little bit of his life since he tends to use Beta more when

he's near death.

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STAR 14 - AKUABURESU (Aqua Breath) COST - 34 MP

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Effect: Blue bubbles strike all enemies for water damage.

Learn: From the boss of the Ancient City <Disc 1>, the winged chimera

in the plains surrounding the Gold Saucer <Disc 1+>; or from

the floating sea-dragon creature (Saapando) in the sunken plane

near the Gold Saucer. <Disc 2-3>

Tip: To pick up this skill, just control a Chimera and choose the

bottom option to make it use Aqua Breath.

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STAR 15 - TORAIN (Tryne) COST - 20 MP

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Effect: A Delta Force-like attack that hits all enemies for lighting

(Ikazuchi) damage.

Learn: The Ashura-like boss (Godo) of the pagoda's top floor in Utai.

<Disc 1+> Also from the red spider/crab-like creature (Stilve)

living inside the Frozen Mountain <Disc 2>, or the spider-like

boss (Materia Keeper) of the mountains behind Nivelheim. <Disc

1>. Remember, the _only_ time you can learn this skill is while

fighting one of the above monsters, so learn it while you still

can! If you miss it, it's possible to learn it from the Stilves

you meet in the Gold Saucer's Battle Square, though -NSS-.

Tip: Actually, the Materia Keeper is more likely to use this against

your characters than any other enemy that can use this skill.

It's a good thing, too, since you can't control it.

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STAR 16 - MAJIKARUBURESU (Magical Breath) COST - 75 MP

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Effect: Rainbow orbs hit all foes for fire, ice, and lighting damage.

Learn: From the red spider/crab-like creatures (Stilve) living inside

the Frozen Mountain. <Disc 2> Also from the blue, leech-like

enemies (Parasite) in the Makou Pit. <Disc 3>

Tip: To learn this skill from a Parasite quickly, control it and

pick the last option to have it use Magical Breath on your

allies.

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STAR 17 - ???? COST - 3 MP

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Effect: A weight drops and hits for special damage. The amount is

equal to the amount of damage the caster has received in

battle.

Learn: From the balance-like creatures (Judge) in Nivelheim. <Disc 1+>

Also from the purple behemoths (Behemoth) you encounter when

raiding Midgar City. <Disc 2> Keep in mind that you won't

actually learn this skill unless you take damage from it.

Tip: The Judges will use this skill eventually. You can't control

them, but they're easier to run into than the Behemoths.

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STAR 18 - GOBURIN PANCHI (Goblin Punch) COST - 0 MP

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Effect: One foe is hit for physical damage. The damage inflicted is

multiplied if your opponent has the same EXP level that you

do.

Learn: Imp-like monsters wearing boxing gloves :) (Goblin) found on the

only forested island in the northeast area of the map. <Disc

2-3>

Tip: You can control the Goblins if you want (pick the middle option

to use the Goblin Punch), but it's more likely that they'll hit

you with it in the first place, so don't even bother and just

let them strike first.

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STAR 19 - CHOKOBOKKURE (Chocobockle) COST - 3 MP

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Effect: A fat chocobo bounces around and hits one foe for special

damage. This attack gains strength each time you flee from a

battle.

Learn: Go to the Chocobo Farm. Talk to the man in the barn and choose

the first choice. The 5th item from the top costs 1500 gil;

purchase three of them. Then go to the chocobo tracks on the

Southern Continent near the forest. Equip yourself with a

Chocobo Yose materia. When you encounter a chocobo, kill off

all but one of the other enemies and use the item you bought 3

of on the chocobo (it looks like an orange squash). This will

make the chocobo peck at the ground. At any time after that

point (whether or not the chocobo is still pecking), use the

Level 4 Jibaku enemy skill and you'll be hit by the Chocobockle.

<Disc 2-3>

Tip: Make sure you're in the right location (the forest near Mideel);

you can't learn this skill from any other type of Chocobo (these

are the only ones who will be affected by Level 4 Jibaku).

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STAR 20 - REBERU 5 DESU (Level 5 Death) COST - 22 MP

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Effect: Any enemy whose level is a multiple of 5 is instantly killed.

Learn: From the blue, leech-like enemies (Parasite) in the Makou Pit.

<Disc 3>

Tip: Simply use Control to command your foe and then choose the

middle option if you want the Parasite to use Level 5 Death

on one of your members.

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STAR 21 - SHI NO SENKOKU (Death Sentence) COST - 10 MP

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Effect: One enemy is Condemned (they die when the counter over their

head reaches zero).

Learn: The yellow, spiked enemies (Bound Fat) that live in front of and

in the area behind the Ancient City. <Disc 1+>

Tip: You could control these guys, but if you kill one it will

counterattack with this skill so it may be easier to simply

off one, especially if you don't have the Ayatsuru materia. If

you do, then simply control them and pick the bottom option to

use the Death Sentence.

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STAR 22 - SHI NO RUURETTO (Roulette of Death) COST - 6 MP

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Effect: One friend or foe is randomly killed.

Learn: From the floating card-jesters (Death Dealer) in the Makou Pit

if you take the right path the first time you meet your friends.

<Disc 3>

Tip: You can control the Death Dealer and make him use Shi no

Roulette on you by picking the second option when the enemy

abilities window appears. If it kills one of your enemies,

you'll have to try again until the pointer lands on you.

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STAR 23 - SHADOU FUREA (Shadow Flare) COST - 100 MP

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Effect: A black flare hits a single opponent for magic damage.

Learn: From the flying black dragon in Disc 3; it uses it as a

counterattack before dying. Or, learn it from the Dragon

Zombies in the Makou Pit. <Disc 3>

Tip: If you're fighting the flying dragon, just kill it and it will

use the Shadow Flare on you. If you're trying to learn it from

a Dragon Zombie, you'll have to wait until it uses it since you

can't control them.

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STAR 24 - NANTOKA ??? (What???) COST - 110 MP

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Effect: A star field and question mark appear; hits all enemies for

physical damage.

Learn: From the huge, multi-limbed bone dragons (Dragon Zombie) in

the Makou Pit if you take the right path the first time you

meet your friends. <Disc 3>

Tip: As the Dragon Zombies are uncontrollable, you'll simply have

to keep fighting them until they use this skill on one of

your characters.

To learn an enemy skill, you must be equipped with a Teki no Waza (Learn

Enemy Skill) yellow materia. When an enemy hits you with it's special

skill, you will learn it, even if it misses or kills you. However,

unless you win the battle, you won't keep the skill you've learned.

There are 24 skills in all, and one of the 24 stars on the Materia Menu

will light up as you get more enemy skills. Note that you can't learn

a skill and then have your player cast it on another person with a

Teki no Waza; they _must_ learn it from enemies. You'll know if you

learned a skill because the character with the materia equipped will

spin in a circle once and you'll get a message ending in an exclamation

point. Keep in mind that if you're controlling a monster to learn a

particular skill, you'll have to target the character wearing the Teki

no Waza in order to learn the skill.

For those of you who would like a more definitive guide, here is a list

that shows the earliest point at which you can learn each skill as you

play through the game:

DISC ONE ---------------------------------------------------------------

Matora Magic - from the Sweeper Customs after you've escaped from

Midgar City.

Level 4 Self-... - from the Muus in the area around the Chocobo Farm.

Beta - from Midogaru Zuorumu, the snake you encounter after

reaching the Chocobo Farm.

Flame Blaster - from the Aakudoragons in the Mithril Mine (I tried to

learn it from the Mootaabooru boss, but I couldn't

get it, so....)

White Wind - from the Zemzeretts in the Junon Area (land between

the Condor Fort and Junon Town).

Aqua Breath - use the Gold Saucer vehicle to get attacked by a

Chimera in the dirt pit around the Saucer.

Song of the Frog - the Tatchimis in the forests around Gongaga Town.

Mighty Guard - the Beach Plugs on the shore near Gongaga Town.

???? - from the Judges in Sephiroth's Mansion in Nivelheim.

Tryne - from the Materia Keeper boss of the Nivelheim

mountain range.

Death Force* - from the Adamantaimais on the shores of the

Westermost Continent (once you have Cid's airplane).

Magic Hammer* - from the Ashigiisous found in the dark, grassy areas

of the Westernmost Continent (just before entering

Utai).

Death Sentence - from the Bound Fats found just before the Ancient

City.

* If Yuffie hasn't joined you yet, then you can get these skills without

worry. But if she has joined your party, then she'll steal all your

Materia, preventing you from learning these two skills until after

you've completed her sub-quest and gotten your Teki no Waza materia

back (along with the rest of your materia).

DISC TWO --------------------------------------------------------------

Smelly Breath - from the Molbols while climbing up the Frozen

Mountain.

Magical Breath - from the Stilves inside the Frozen Mountain.

Once you get the Highwind...

Chocobockle - from the Chocobs found in the forest near Mideel.

Goblin Punch - from the Goblins on the forested isle in the

northeast part of the World Map.

Shadow Flare - from the Ultima Weapon flying around in the sky.

DISC THREE ------------------------------------------------------------

Dragon Force - from the Dark Dragons in the Makou Pit.

Laser - from the Dark Dragons in the Makou Pit.

Level 5 Death - from the Parasites in the Makou Pit.

Angel's Whisper - from the Polan Solitas in the Makou Pit.

Death Roulette - from the Death Dealers in the Makou Pit.

What??? - from the Dragon Zombies in the Makou Pit

(you can also learn Shadow Flare from them).