Episode list

After collecting Innocence, Allen and the other Exorcists are headed to the Black Order's new Headquarters, where Director Rouvelier and Allen's Master, Cross Marian, await Allen's arrival.

Allen and the others are sent to Paris to investigate Phantom Thief G, who is believed to have something to do with Innocence. Once there, they find the thief, whom they discover is also being sought by another party.

While Allen, Kanda, and Marie are fighting Akuma inside Hearst Orphanage, Timothy awakens as a new Innocence Accommodator. Meanwhile, Reever and the others try to enter the building, but they are hindered by an enveloping barrier.

Allen has a dream during the night in which he meets Mana once more. When Lenalee Lee sees Allen as he wakes up, she thinks that he looks like a different person. Renny Epstain, Chief of the North American Branch arrives and reveals that her red-cloaked companions are Third Exorcists, created by the North American branch using a fragment from the Akuma Egg that the Exorcists tried to destroy back in Lulu Bell's attack. Shortly after, the last Noah, Wisely, awakes. The Millennium Earl gathers the 12 Noah apostles and announces a worldwide attack of Akuma on an unprecedented scale. Allen and the Exorcists are soon engaged in battle with hoards of Akuma. The Third Exorcists are dispatched to help and they easily destroy the Akuma, however Allen is disturbed to find that the Akuma's souls are also destroyed and not released. Suddenly, the Noah Tyki Mikk, Sheril Kamelot and Mercyma attack them, incapacitating Tokusa. Meanwhile, Kanda is taken down by Wisely, who claims he needs his memories to wake Alma Karma. Before losing consciousness, Kanda hears a woman's voice.

The scientists are given a lecture by North American Branch Head Renny Epstain about Alma Karma's holding facility. Alma has been in a coma for nine years. His cells were fused with the Akuma Egg and then were used to create the five Third Exorcists. Suddenly, the Earl and Road Kamelot arrive at the North American Headquarters and summon several Level 4 Akuma to attack. Meanwhile Sheril Kamelot uses his ability to force several Black Order members in the Branch to march to Alma's compound. They place the unconscious Kanda next to Alma. Soon after, Allen and Tokusa are also transported there via a Noah's Ark. As the Earl holds Allen prisoner, the 14th takes over Allen's body and greets the Earl, telling him he will kill him and become the new Earl. Suppressing the 14th, Allen tries to save his friends alongside the revived Kanda. However, Wisely sends Allen, Road, Kanda and Alma's consciousness into Kanda's memories of nine years ago, when Alma was still alive.

Kanda's memories show the time 9 years ago when Kanda (then called Yu) and Alma were children and were "Second Exorcists" living in the Sixth Laboratory of the Black Order's Asian Branch. Overseen by then North American Branch Head Sahlins Epstain (Renny's father), and then Asian Branch Head Twi Chan and her assistant Edgar (Bak's parents), they were forced to go through harsh synchronizing tests with Innocence daily, repeating the cycle of dying and regenerating. Even through their ordeals and their very different characters, Yu and Alma become best friends. However, Yu starts having hallucinations of a woman near a lotus pond, which Alma mistaken as Fo. As a result of the hallucinations, Sahlins and Twi decided to euthanize Yu. Alma attempts to help Yu escape, but Yu is taken back to the laboratory to be sealed, though not before he chances upon the recently blinded Noise Marie and young Bak Chan. Yu realizes that his hallucinations are memories of his past life, including seeing the woman he loves and that he was once an Exorcist killed by an Akuma. Alma tries to save Yu again, this time by synchronizing with his Innocence for good. Road then reveals to Allen that the "Second Exorcists" are artificial humans created by planting the brains of dead Exorcists in new, regenerative bodies to ensure their synchronization with Innocence.

While in Kanda's memories, Allen sees what the Black Order was doing to Kanda and Alma Karma in the name of the Second Exorcist Plan nine years ago, and how Kanda ended up killing Alma Karma.

Tokusa manages to save almost everyone from the explosion caused by Alma's awakening using his Crow seals. However, he starts turning into an Akuma, along with all the Third Exorcists, as a result of Alma's cells inside them mutating from Alma's anger towards the Order. Allen's Innocence activates automatically to destroy Tokusa, but Allen refuses to kill him. Bak uses his spirit stone to seal Tokusa and summons Fo to hold off Tyki. Master Zu Mei Chan arrives and uses his golem Atuuda to heal the wounds of the others and tells Allen that only Kanda can save Alma. Allen then tries to stop Kanda, who has lost control from grief and is locked in a fight to the death with Alma. As the fight continues, Alma's regenerative powers diminish, and Allen defends him, and as a result, Kanda turns on Allen instead. When Kanda stabs Allen with his Mugen, the 14th Noah reacts with hatred to the Innocence and starts awakening, much to the Earl's joy.

After the Hekiji barrier placed on the North American Branch is canceled, Allen sees the soul of Alma Karma, who became an Akuma, and learns why Alma has been trying to kill Kanda.

The Third Exorcist Tokusa continues to mutate and attacks Allen. To protect Tokusa, Tewaku also mutates and tries to attack Allen, only to be repelled by Timcanpy who has grown huge. The Earl states that he will not allow the Order to break the rules and fight with his own weapons. He and the Noah then leave, taking the remaining Third Exorcists with them. Allen and Timcanpy are then shackled and imprisoned for enabling Kanda and Alma to escape. The Noah try to understand why the Earl is so affected by the 14th that he cried himself to sleep. Sheril holds Lavi hostage to force Bookman to reveal information about the 14th. Link reports to the Vatican about the Noah attack, also stating that Allen is not eating and refusing to lead them to Kanda and Alma. Head chef Jerry tries to cheer up the Exorcists and scientists in the canteen by preparing a delicious feast but they are more worried about Allen. Link takes food to Allen in his cell and tells Allen about the guilt he feels because of his past friendship with the Thirds, and his role in their transformation. Allen starts turning into the 14th just as a suspicious Cardinal comes in and promises to "heal" him.

When the Cardinal attacks Link, Allen, still in a daze and fearing for Link's life, instinctively uses his Innocence on the Cardinal.

The Black Order deals with the aftermath of the appearance of Apocryphos. Over the body of the mortally wounded Link, Master Zu accuses Rouvelier of exploiting people within the Order for his own goals. As Allen and the Noah rest after escaping from Apocryphos, Tyki questions Allen about his affiliation with the Order since they began treating him as a Noah. Allen and Tyki debate the methods used by each side in the conflict and accuse each other's sides of using ruthless tactics. Meanwhile the Exorcists try reaching Allen but they are cornered by several Akuma who are backed up by the Thirds. Lenalee is also intercepted by the Thirds and Akuma. Allen still decides he wants to remain an Exorcist so Tyki leaves and Road disappears shortly after that. Allen prepares to leave the Order compound with a now smaller Timcampy using his Noah's Ark. Just then, Lenalee arrives and tells him they will become enemies in the future if he leaves. Nevertheless, Allen says he will remain an Exorcist and after hugging her, he leaves.

Many years ago, Cross Marian takes a young Allen to a caretaker, knowing that he will eventually become the 14th and disappear. Allen was traumatized after attempting to revive his guardian Mana and turning him into an Akuma. Cross took care of Allen, who slowly recovered but started behaving like Mana. In the present day, Allen appears at her doorstep. Meanwhile the Noah discuss the arrival of Apocryphos and its implications. Sheril has not managed to extract any information about the 14th from Bookman or Lavi and rages when he cannot understand why Road protected Allen Walker. Three months later the Exorcists and staff have mixed feelings about Allen's behavior and disappearance. Kanda returns to the Order but is unforgiving and quite rude to everyone. He makes peace with Zu as the old dying scientist regrets his actions in launching the Second Exorcist Project. When Kanda synchronizes with his Innocence, it turns into a crystallized form and he becomes an Exorcist again. Kanda says that he only returned as self-redemption for awakening the 14th. Elsewhere, Allen starts fighting Akuma who react to his transformation into the 14th. As Nea the 14th, whenever he starts to transform again, he remembers Mana's and Cross's words of encouragement, which enable him to remember his past as Allen Walker.