This article is from the Final-Fantasy and other Square Soft Games FAQ, by firstname.lastname@example.org (Nick Zitzmann) with numerous contributions by others.
First, you need to have an Enemy Skill materia. They can be found in
* In the sample chamber after you kill Sample H0512.
* In the underground training hall in Junon.
* Take the right road from the entrance of the Forgotten Capital.
In the shell house where you can spend the night, look behind
the headboard of the third bed.
* Talk to the green Chocobo in the Chocobo Sage's house that's
on the Northern Continent (Disc 2 or 3 only).
Equip an Enemy Skill materia. When fighting certain enemies, they may
use an Enemy Skill on you. Alternately, you can control some of them
using the 'Manipulate' materia and have them use their skill on you.
You'll know if you learned the skill because your character will spin
around and you'll receive a message telling you what skill you got. At
this point, you _have_ to win that battle in order to retain knowledge
of the skill. If you die, run away, or otherwise escape from that
battle, you will not have learned anything. Also, you can only learn
enemy skills by having a monster use it's skill on you; you cannot have
an ally use an Enemy Skill on another character in hopes of learning
that skill. Furthermore, unlike other materia, learning all 24 Skills
will not cause the Enemy Skill materia to give birth to a new materia.
Here are the enemies you must fight to learn all the Skills, listed in
the order that you can first learn the during the game:
* Learn 'Matra Magic' from the Sweeper Customs that will fight you
just outside of Midgar City.
* Learn 'L4 Suicide' from the Mus that live in the field around the
* Learn 'Beta' from Midgar Zolom in the nearby marsh. You must
severely injure him (he'll start waving back and forth), before
he will be able to use Beta against your party.
* Learn 'Flame Thrower' from the Arc Dragons flying around in the
* Learn 'White Wind' by Manipulating a Zemlezett (found in the area
near Junon), and having him use it on you. (You need the Manipulate
* Learn 'Laser' from the Death Claws in Corel Prison. You can also
learn it from the Dark Dragons in the last dungeon (Disc 3).
* Learn 'Aqualung' from the Harpys found near the Gold Saucer and
in the Corel Desert area. You can also learn it from 'Jenova
Life', who you fight in the Forgotten Captial.
* Learn 'Frog Song' from the Touch Mes in the forests in the Gongaga
* Learn 'Big Guard' from the Beach Plugs that live on the shores of
the Gongaga Area.
* Learn '????' from the Judges that roam the halls of the Shinra
Mansion in Nibleheim. You can also learn this skill from the
Behemoths in the area below Midgar (Disc 2), and from the King
Behemoths in the last dungeon (Disc 3).
* Learn 'Death Sentence' from the Sneaky Step enemy in the cave under
Cosmo Canyon. You can also learn this skill from the Bound Fats in
* Learn 'Trine' from the Materia Keeper boss that you fight in the
Nible Mountains. You can also learn this skill from the Stilves
in Gaea's Wall (Disc 2).
* Learn 'Death Force' from the Adamantaimais that live on the shore
of the Wutai area.
* Learn 'Magic Hammer' from the Razor Weeds in the Wutai Area.
* Learn 'Bad Breath' from the Molbors on the outside ledges of
* Learn 'Magic Breath' from the Stilves in Gaea's Wall, or from
the Parasites in the final dungeon (Disc 3).
* Learn 'Chocobuckle' from the Chocobos found in the Mideel Area.
You must feed that Chocobo a 'Mimett Greens' during battle, then
cast L4 Suicide on it. After enough attempts, it will counter
* Learn 'Goblin Punch' from the Goblins found on Goblin Island and
* Learn 'Shadow Flare' during the final battle with the Ultima
Weapon. You can also learn it from the Dragon Zombies in the
last dungeon (Disc 3).
* Learn 'Dragon Force' from the Dark Dragons in the last dungeon.
* Learn 'L5 Death' from the Parasites in the last dungeon.
* Learn 'Angel Whisper' from the Pollensalitas in the last
* Learn 'Roulette' from the Death Dealers in the last dungeon.
* Learn 'Pandora's Box' from the Dragon Zombies in the last
This is by no means a complete list, by the way.