wel tonberry is the GF who uses lv. up just in case you were wondering..

also,

you should have raised your characters before you went in there...

not to brag or anything but I have my squall/quistis/zell doing 9999 every attack all at level 100.....

funny enough I have 3 characters all level 10!

anyways just keep healing rinoa and attack adel and you will soon win