Tales of Eternia: Boss 16: Rem (Hard- No Items- No Death)

Warning, boring fight ahead Gah, I hate this girl. I REALLY do... At any rate, the only way to do this without deaths is being very cheap, Rem flies, regens her own HP gradually, has a stupid orb, and casts spells of massive destruction. She is very hard to hit and has some ugly invicibible frames.