After the preparations are completed, the ship begins to set sail. In the distant horizon, Allen's left eye picks up legions of Akuma, both level 1 and 2, approaching the ship from the horizon. Realizing a massive attack, the exorcists prepare for battle. However, they soon discover that they are not the intended target...

After the preparations are completed, the ship begins to set sail. In the distant horizon, Allen's left eye picks up legions of Akuma, both level 1 and 2, approaching the ship from the horizon. Realizing a massive attack, the exorcists prepare for battle. However, they soon discover that they are not the intended target...! One of the Level 2 Akuma separates Allen from the ship and leads him straight towards the akuma's intended target!

Recognizing the enormous and uncontrollable white object as fellow exorcist and good friend, Suman Dark, a horrified Lenalee wonders how he became a Togaochi (Fallen). The legions of akuma continue to assault the huge Suman, but fail. Allen and Lenalee desperately try to discover how to stop Suman's Innocence from insanity.

Allen attempts to stop Suman from destroying a nearby village by increasing his Innocence's synchro rate to its maximum power. While struggling to stop the Togaochi, Allen's Innocence returns to normal and is severely damaged, causing him intense pain. Meanwhile, Lenalee learns the truth of a Togaochi and Suman's fate from Komui.

The huge body of Suman begins to deteriorate and Allen wastes no time activating his Innocence, but unfortunately, his arm begins to grow in intense pain as he tries to remove Suman's Innocence. Miraculously, Allen manages to get Suman and his Innocence out of the body. Unfortunately, Suman is still alive but his mind has gone dead. Then......!

After watching Suman crumble away in front of him, Allen meets the sadistic Noah, Tyki Mikk, whose ability, besides controlling the devilish butterflies known as Tease, is to pass through absolutely anything at will. He rips off Allen's left arm and destroys his Innocence. Knowing that he is near his final moments of life, Allen orders Timcanpy to escape with Suman's Innocence. Tyki, with the help of his little card keeper, Cell Roron, discovers Allen is on his death list, thus he plunges his hand into Allen's heart, making a hole in it, which will kill him slowly. As the moon shines in the forest, a pink-haired girl stumbles upon the dying Allen...

After saving Timcanpy from the remaining Akuma, Lavi and Lenalee follow Tim back to the bamboo forest, but find that Allen isn't there anymore. Tim shows Lavi and Lenalee the memories of what happened here, causing great distraught to both exorcists. When they return to the port, a man from the Asia Branch named Wong, explains that Allen was found and is being held at their headquarters (in so doing, sugesting that Allen is dead) and that the exorcists are to continue their journey to Japan without Allen, but arriving as his replacement is Miranda Lotto, who uses her Anti-Akuma weapon, Time Record, to restore the ship's damage, thus the exorcists finally depart China.

Allen finally opens his eyes and wonders how he is alive. He discovers from Asian Headquarters Chief, Bak, that it was his own Innocence, which although was destroyed, lingered on as a cloud of particles and actually filled the hole of his damaged heart, saving his life. Determined to rejoin his companions, get to Edo, and fulfill his promise to Mana, Allen vows to restore his Innocence at all costs. However, he discovers it won't be as easy as he thinks! Also, Allen also meets Wong, who is Bak's assistant; Fou, who is the guardian of the Asian Headquarters; and three division workers: Rikei, Shifu, and Lou Fa.

Determined to do anything it takes to restore his Innocence, Allen begins his training with Fou, doing battle with her while constantly trying to activate his Innocence to fight. Meanwhile, General Klaud Nine and General Winters Sokaro return to the Black Order upon news of the deaths of their exorcist units.

Back on the ship on route to Edo, Lenalee finally decides to accept the fact that Allen had to be left behind and puts on her new exorcist uniform. However, the ship is attacked by Eshii, a powerful Level 3 Akuma, who was once a Japanese painter, which explains why he uses the word "Title" before every attack. Lavi, Krory, and Bookman fiercly fight aganist Eshii, but are no match for him, resulting in Bookman getting a serious injury, however temporarily saved by Miranda's power. Realizing that everyone is in serious danger, Lenalee leaves the ship to confront Eshii alone.

Lenalee and Eshii continue to fight fiercly in the air while the ship comes under attack from akuma hiding up in the clouds. Many crewman are struck by the blasts and killed, only to be revived by Miranda's Innocence. Lavi tries to determine how they can fight an enemy they can't see. Meanwhile, Lenalee and Eshii's battle reaches the ocean surface where Eshii reveals his true ability. He uses dark matter to create chains around Lenalee and the ship, increasing the gravity around them and dragging them underwater. Lenalee struggles to stay afloat, but Eshii pushes her down and she disappears into the ocean depths.Lavi and Krory then fisgured out a plan which is by using the Nature Seal to clear the clous and krory kill the akumas

Lenalee, floating in darkness, remembers Allen and what she said to him concerning her view of the world. Afterwards she pushes herself and her innocence to the limits and even exceeds them, defeating Eshii in the process and disappering once again.

While Lenalee is fighting the level 3 akuma, the sailors and exorcists on board the ship are trying to protect it from other akuma. After finally defeating them, they now wait Lenalee's return anxiously.

Lenalee is saved by her Innocence and with the help of Cross Marian's converted Akuma, Lavi manages to bring Lenalee back to the ship, but she is no longer able to walk. The level 2 then explained that in Japan, there are more level 3s and above.The then discussed for awhile and decided to head on. Anita, Mahoja and their crew died when Miranda deactivated her Innocence with 3 crew men surviving, following the Exorcists to Edo to find Cross Marian while Allen continues to attempt at re-materialising his Innocence back into its original form.

The 5 exorcists and a few surviving sailors finally arrived at Japan, but Miranda was too exhausted and Lenalee unable to walk. Chomesuke( Her body is named Sachiko which Lavi occationally calls her that.), a Lv 2 Cross-modified Akuma, told them about the 300 years of Japan's history under the control of the Earl. While heading to Edo, they run into three of the Lv 3 Akumas, who hunted down a Lv 2 Akuma and hungrily and cruelly ate it. Chomesuke was caught by one of the Akuma who proves to be more than a match for both Lavi and Krori. However, Lavi attracts the attention of the other two Lv 3's, and the three begin fighting amongst each other. They take advantage of this to escape.

Allen trains endlessly trying to regain the control over his Innocence, but the reports of his training show that he is making little to no progress. When he realizes this, he begins to try harder for teh sake of reviving his Innocence as he desprately wants to return to his friends to help them fight against the Akuma. Fou transforms into Roufa and has a talk with Allen reminding him that he isnt fighting just to fight but for something precious, this causes him to remember he is fighting for his friends. Tyki Mikk checks to see if the Cell Ronnin is correct with the Earl and he then sends a lvl 3 Akuma and a Tease to China to finish Allen.

A Level 3 Akuma Heads for China to kill Allen. Lenalee and the others head towards Edo and are ambushed by the Level 3 Akumas from earlier when they were at the shore, they use tricks to evade them for a short while and are surrounded a short while later. All Akuma in Japan are then summoned to Edo by the Earl which cuases the three Level 3's to head away. Chomosuke also parts with the group because the earls order is to strong for her to resist, and it is revealed that the Earl is at Edo Castle. While Allen is training with Fou his eye reacts to something and The Earl gives his orders to kill the remaining two generals, hurrying the Noah clan. The Noah Clan and Akuma at Edo Castle are then attacked by Lavi and the rest in order to stop them from getting to the generals. Lavi and The Noah(Tiki Mykk)that destroyed Allen's Innocence are about to fight as he tells them that Allen is still alive and that he sent a Level 3 Akuma to kill him assuming his innocence is gone.The last part shows that the level 3 is about the attack the Asian branch where Allen is...

Episode starts off with recap of why Allen is unable to obtain his Innocence and continues on to another training session with Fou. In the session Allen is showing some signs of strength by being able to throw Fou by her foot, but as she countered and had her blade around Allen he still faced the fact that he was still nothing without his Innocence. Allen whas wotld that his innocence did respond to the training although it did not take form. He then remembered that he only thought about his friends during the training and they tried to revive Allen's inocence. Allen deeply focuses on getting back to the side of his friends his innocence shows some high energy reading which might be linked to reviving allen's left arm. Unfortunately when Allen had a chance at focusing his innocence back his cursed eye returns once again and puts Allen through pain as the eye continues to search for what its looking for while alarming the others. Allen reveals that it feels as if an Akuma is calling for him and the feeling is getting stronger. Allen says he wants to go on and continues to fight Fou while his eye is in pain. His innocence then has a powerful reaction yet again, but unfortunately the cursed eye's pain was too much to handle and allen fainted. The Apprentices and Bak-Chan speculate more again and think about Allen's terrible fate. Suddenly Fou senses something strange happening as Tyki Myki's assassin(the level 3 akuma) finally makes his appearance and strikes easily through Fou's barrier plowing a hole right through her and causing her much pain. The alarm in the Branch goes off and everyone is on a run for the exit. In the midst, Allen hears the alarm, got out of bed, runs into the apprentices, and comes eye to eye with the Level 3 Akuma. His eye invokes itself immediately omitting a strange feeling that Allen wonders about.Fou then indicated that Allen's life was the top poirity while Allen refused to run. The Assassin laughs as he glared at Allen and attacked Allen using dark matter piercing him.

The story recaps on Allen being stabbed by the Level 3's thread. It affects his molecule structure and partially broke it down. While this is happening the whole Asian HQ is going into hiding, along with locking down their information so the Akuma can not damage it. Bak awakens the guardian deity by engraving a mark on his hand to trap the Akuma in beams of light that come from the pillars around it. They run with Bak carrying Fou, they go into a hallway and Bak again uses the guardian deity to close the wall, while it is closing Bak sees the aproaching Akuma and Fou transforms into Allen to fight it. Allen begins to cry blood from his eye and when a tear hits the ground his Innocence manifests around him and he warps infront of the gate Bak finaly opens the wall and Allen jumps onto the back of the Akuma damaging it with his right hand.

Allen engages the Level 3 Akuma in battle. Allen speaks to the soul trapped within the Akuma, and learns that this soul was the one that had previously been calling out to him. The soul asks Allen to save him, and Allen consents. However, because his body's composition is unstable (due to the Akuma's prior attack), Allen literally begins to crack during the fight. When Allen crumbles completely, the Akuma turns on Bak and Fou, partially decomposing their bodies too. Enraged, Allen finally manages to reactivate his Innocence and, and he destroys the Akuma. His new Innocence gives him a long black arm with razor sharp talons for fingers. He also acquires a white cowl that shoots web-like projectiles and is fitted with a mask. Before the Akuma dies, he tells Allen of the gathering of the Noah, the Level 3 Akumas, and the Exorcists in Edo.

After Allen recovers his left arm, he reflects on his old Innocence while many tests are done on the Ark. The tests show that his Innocence has reached 100% synchro-rate. Bak and Allen decide on a new name for Allen's newly evolved Innocence: God's Clown, otherwise known as Crown Clown. He is then given a new Exorcist coat by Wong, and he bids farewell to the Asia Branch, preparing to leave and board the Ark. Bak gives Allen a wireless communicator in a form of a gold earring, which allows him to talk to Komui. Lou Fa, Rikei, and Shifu return Allen's deck of cards, and Allen prepares to head off to Edo via Noah's Ark. The episode ends with Lavi preparing to engage in battle with Tyki Mikk.

The Froi Tiedoll unit arrives in Edo. The General tells his apprentices to go help Lavi and the others, who continue to struggle against the huge Akuma and Tyki Mick.

The fight between Lavi and Tyki continues. While Lavi is repeatedly beaten down by Tyki, Bookman and Krory continue their assault on the huge Akuma, but their attacks continue to fail. Meanwhile, Miranda can no longer maintain her Innocence's barrier over the storage room, giving Tyki the opportunity to capture Lenalee. Chaoji and his comrades attempt to help her, but their efforts are in vain. Just as Tyki is about to deal them the killing blow, Kanda intervenes and begins a fight with Tyki. With Lavi's help, he manages to save Lenalee. Tyki prepares to counterattack, but he retreats when ordered to by the Millennium Earl. Marie uses his Noel Organon's ability to paralyze one of the giant Akuma. Kanda then reveals Mugen's second illusion, Nigentou, and destroys the Akuma in one slash. However, before the Exorcists can relax, the Earl fires off a black orb of energy that grows larger and larger, engulfing Edo in the process.

The Earl's black orb of energy completely destroys Edo. The Exorcists are left in various conditions, though General Cross' group is more severely wounded. Lenalee, however, is protected by her Innocence, which once again encases her in a crystal-like form. This form catches the Earl's interest, and he sends Tyki, Skin, and the giant Akuma to obtain her Innocence. Kanda fights Tyki, Lavi and Marie confront Skin, and General Tiedoll confronts the giant Akuma. However, with all the Exorcists doing battle with the Noahs, Lenalee is left unguarded, giving the Earl a chance to obtain her Innocence himself. Just as he is about to kill Lenalee, a white arm stops him. The ark's gate is shown open, leading directly to Lenalee, where Allen and the Earl meet face to face once again.

The battle in Edo continues. After greeting the Earl, Allen vows to protect Lenalee. The Earl retaliates and thus begins fighting Allen. During the fight, the Earl reveals some of his hidden abilities by turning Lero into a sword. Eventually, Allen hits the Earl with a Cross Grave attack, but the Earl seems unaffected. The Earl laughs and assures Allen that they will continue their fight another time, and he fires a purple orb of energy, which causes a massive explosion. When the smoke clears, The Earl, Tyki, and Skin are gone, and the Exorcists are in confusion. Inside the Ark, The Earl reveals to Tyki that both Allen and his Innocence are still alive. In Edo, the Exorcists seize their chance to heal and regroup. Despite General Tiedoll's warning of the upcoming dangers, General Cross' group decides to keep moving forward. Lenalee awakens and thanks Allen for trying so hard to save Suman. A pentacle suddenly appears on the ground, and Lenalee is kidnapped by Lero and disappears.

In one of the rooms in the ark, Allen and the others encounter Skinn Bolic, a member of the Clan of Noah. Kanda declares that he will fight Skinn while the others move forward to find the next door.

Kanda decides to fight the Noah, Skin Boric, and tells the others to go ahead. They refuse and insist on staying with Kanda until he finally attacks them in fury. They go ahead after Lenalee makes Kanda promise to follow them. Nonetheless, they worry because they know that the room will be destroyed once it finishes downloading. Now alone, Kanda fights Skin one-on-one. Tyki Mikk watches them (as well as the other Exorcists) in a room with Road. In Edo, Marie and Tiedoll continue to fight the giant Akuma.

Kanda, superior in speed, and Skin, superior in power, fight to an apparent stalemate. Skin reflects on his past while barraging Kanda with blasts of lightning; Kanda responds by using his Nigentou. The room shakes, signaling that it will collapse soon; Kanda then activates his Kinki Sangenshiki (Taboo Three Illusions). As he uses this move (which drains part of his life), Kanda remembers a conversation that he had with Komui regarding the duration of his life, as well as a lotus blossom that symbolizes the amount of time that he has left. Suddenly, chains (representing Skin's dark energy) materialize, connecting Kanda to Skin. Skin uses these to throw Kanda around, telling him that the Noahs can never die. Finally, Kanda unleashes a final attack. As Skin falls, Kanda tells him that anyone can die as long as they remain mortal. Sure of his victory, Kanda heads for the exit. However, as he approaches it, Skin reawakens and prepares for his final attack.

Believing he defeated Skin, Kanda walks to the exit of the room, but the numbness in his left hand and knee hinder him. In addition, too much of his life was consumed in the battle with Skin. As he is about to lose consciousness Skin's eyes start to bleed. Skin remembers three years ago, when he went to see a priest who told him about Noah. Remembering the pain the Innocence caused his ancestors, the Noah revives to fight Kanda once more. Draining more of his life, Kanda restores Mugen momentarily and destroys him, but the exit crumbles before he can leave. As the room crumbles, Kanda thinks of his friends and of the lotus blossom representing the remainder of his life wilting. The room then completely collapses. In Edo, Miranda notices that someone's time has vanished.

As Skin Boric dies, the Noah within the others begin to cry. They then find out that General Cross had escaped from the Noah twins, Jasdero and David, once again and left them with the debts. Road notices that Allen's name is on the bills. While the group continues walking down the corridor, the twins set several traps which involve liquor bottles and gambling. Allen manages to beat these challenges through his knowledge of past experiences with General Cross. Eventually they come face to face with Jasdero and David. The fight begins with the twins using their guns to fire Cross's bills at Allen, before firing a bigger bullet.

The Exorcists begin fighting the twins, Jasdero and David. The Twins fire several kinds of bullets: blue (freezes everything it touches), red (ball of fire) and white (nulls the effect of their own power). The Twins want Allen to pay the debts General Cross tricked them into paying, which Allen claims are nothing compared to those he had. Soon after, the Twins fire a purple bullet covering the eyes of the Exorcists causing them to hallucinate. The Twins hide from sight and Allen loses Road's key in a sea of illusionary copies summoned by the Twins' ability.

Jasdero and Devit have merged and become Jasdevi. Jasdevi is so overwhelmingly powerful that Allen, Lavi, and Krory have a hard time fighting him.

In their combined form, Jasdevi has become exponentially stronger. Krory fights Jasdevi one on one to allow the others time to escape. When Krory drinks one of his three bottles of Chomesuke's blood, he is able to fight almost on par with Jasdevi. Jasdevi angers him by casually calling him a vampire and a monster. It reminds him of his lost love, the only one allowed to call him "vampire." Fueled by his anger, Krory drinks a second bottle of blood, but the fight has left him too weak to break down the poison within the blood. He grows weaker, but tries to avoid drinking the last bottle. As the fight wears on, he decides he must drink the last bottle, but Jasdevi takes it from him and drinks it himself. With Krory greatly weakened, Jasdevi is able to enclose him inside an iron maiden.

After Krory's defeat, Jasdevi moves onward toward Allen and the others. Meanwhile, the dying Krory encounters his lost love, Eliade, who tells him that by dying he'll lose those humans who considered him a friend. More determined than ever, Krory's blood leaves his body and attacks Jasdevi in a form created by his innocence called "Bloody Krory." This weakens Jasdevi alot and after one final clash, Jasdevi de-materializes into Jasdero and David, causing them to stop and rest, ultimately falling through the door and disappearing. After the room Krory is in collaspes, Allen, Lenalee, Lavi, and Chaoji continue their walk through the ark and come to the final room, at the top of the tower, where Road and Tyki await.

With only the tower left standing on the Ark, the group is now trapped inside with two Noah. Lenalee and Lavi are shocked to learn Innocence has literally become part of Allen's heart. This leads Lavi to speculate Allen, in addition to Lenalee, may be the heart. Soon after, Allen and Tyki face off once again. Meanwhile Road traps Lenalee and Chaoji and sends Lavi's mind and spirit to another dimension, where he has to confront himself and if he survives Road promised to release their trapped comrades.

Allen's battle with Tyki Mikk and Lavi's struggle with Road's dream continue. Tyki is determined to crush Allen's Innocence once again, and "snaps" after Allen pushes his Innocence to injure Tyki in a surprising move. Meanwhile, Hevlaska writhes in pain as a new general, who has pushed his Innocence synchronization rate past 100, is being born.

After exceeding critical point, Allen's power and synch-rate with his Innocence has exponentially increased. His new sword, which resembles the Earl's, scares the Noah upon first sight of its power. As Allen escapes from Tyki's vacuum, Lenalee and Chaoji attempt to escape Road's cell, but hurt themselves in the process. Meanwhile, Tyki defends against Allen's Innocence and remembers events from his "white" side and his "black" side. Allen finally breaks through the defenses and cuts him. Thinking he should be dead, Tyki and the others are confused to see he has suffered no apparent damage yet felt pain. Allen reveals purpose: to save the human, or "white" side, of Tyki Mikk. Stigmata form where the cut should be and Tyki begins to feel the pain of the Noah inside him dying. As Road watches in horror, Allen exorcises the Noah from Tyki and the Noah's gray skin and forehead stigmata fade away. But Chaoji is suddenly stabbed by Road's candles. After watching her family member exorcised, Road surrounded them with candle stakes and swore her revenge, deciding to destroy Lavi's mind trapped within her. Meanwhile, Lavi realizes that his illusionary environment can still hurt him. Surrounded by his "dead" allies come back to life, Lavi prepares to attack the illusions.

In Road's dream world, Lavi cuts down his comrades as he tries to ignore their pleads. But he is defeated by his illusionary friends. Road reveals Lavi was never injured, but went into shock because he believed his friends stabbed him. She releases Lavi, now controlled by his bookman heart, and orders Allen to kill him, or Lenalee and Chaoji will die by her candles. But Allen refuses and instead stabs Road. But she is uninjured as it is not her true body. Allen is engulfed in flames, but realizes that the heat is not effecting him. The candles surrounding Lenalee and Chaoji begin to melt instead. Back in control of his body, Lavi burns himself and engulfs Road in flame. She still seems uninjured however, until a blade pierces her body. Back in the dream world, Lavi realizes that Allen is the true Road, and succeeds in damaging her.

After damaging Road in the dream world, Lavi starts to fade away. However, the other Lavi realizes he is the exorcist's real mind and returns to his body. Screaming Lavi's name, Allen manages to save him and the fire seal turns into stone. Road breaks out of the stone and is unable to move. Lenalee starts to believe that Allen and Lavi are gone, but they also emerge from a pile of stone. Road starts to laugh hysterically until she bursts into smoke. Soon after, the room starts to crumble. When they reach the exit, Allen decides to save Tyki, but is pulled down to the floor below. After the dust clears, it seems something is wrong with Tyki, who has transformed into something terrifying.

The transformed Tyki is too fast and too powerful for Allen and Lavi and with the door destroyed, there is no way out of the Ark. Despite there is little hope, the Exorcists fight back. When the tower crumbles, Chaoji reacts to an Innocence, saving his and Lenalee's life for the while. The fight continues, as Allen vows to fight until his life ends. Meanwhile, strange beings guard a large round object and seem to be defeated by one of their own.

Tyki is gaining momentum while Allen and Lavi are weakening. As Allen falls through a hole, he is saved by a stranger who turns out to be his master, General Cross Marian. Cross single handedly defeats Tyki with his innocence Grave of Maria and his second Innocence, Judgment. Just as he is landing the final blow, the Millenium Earl interrupts. The Ark crumbles and Lavi and Chaoji fall into the abyss, as the Earl and Cross face each other.

The Earl and General Cross Marian share a brief conversation, and when the Earl mentions all of the Exorcists who "disappeared," Allen becomes enraged and attempts to fight the Earl, despite the fact that he is quite seriously wounded. Upon seeing Allen's new innocence, the Earl comments that it is just like his own sword, and after trading a few blows with Allen, decides to take the unconscious Tyki and escape the crumbling Ark. As Allen attempts to follow the Earl, General Cross uses the Carte Garde ability of his innocence Grave of Maria, and orders Allen to stop fighting the Earl from his hatred. The General then takes both Allen and Lenalee to the Akuma Egg, and orders Allen to control the Ark, and sends him and Timcampy into the "secret room" of the 14th Noah, where Allen faces a dark apparition in the mirror who calls Timcampy "My Timcampy." The black Ark of the Earl is revealed, and it seems that all is lost as the Original Ark disappears; but when Allen begins to play on the white piano, using a mysterious set of symbols projected by Timcampy as the music, the Ark begins to join back together again.

Allen managed to control the Ark, so the Ark was repaired with all the Exorcists who perished in the Ark brought back to life. Furthermore, the "factory" egg for creating akuma was half downloaded due to General Cross's spell, so it doesn't function. Chaoji then gains his innocence in the form of two bracelets interlocked as he tried to rescue the excorcists when the fell through a bottomless door; a pair of interlocked bracelets attached to his left hand. They suddenly realise that General Cross, who is a womanizer, is alone with Lenalee. They hurry back only to discover the General and Lenalee appear to be in a passionate embrace.

Allen and all of his friends return safely to the HQ and Miranda deactivates her Innocence, making the injuries the Noahs inflicted on the Exorcists reappear. While the excorists recover in the hospital of HQ, Bak and other scientists study the ark's ability to teleport people anywhere in the world. Allen goes into the piano room with Tim and ponders on how the symbols he and Mana created years ago were the song to move the ark. Elsewhere, the Earl becomes enraged by the fact that the 14th Noah has somehow helped the Exorcists obtain the ark and the Akuma "egg".

Komui and Bak meet with other Branch heads and the four Generals, and were confronted by Special Inspector Malcolm C. Levellier and his Howard Link. Levellier and Link outlined all the events that started in Edo, and proposed severe punishments for Cross because of his unorthodox handling of his mission. They also proposed putting Allen on trial for heresy, because he and Cross clearly have some sort of tie with the enemy, specifically the Fourteenth Noah. Cross was alarmed that Leverrier knew about the Fourteenth, but he was confident that nothing would be turned up in any investigation. Thus, Leverrier assigned Howard Link to supervise Allen's every movement.

Howard Link confronts Allen in the cafeteria, while notifying him that he will be under surveillance. After hearing Howard talk to Allen, Lenalee talks to her brother to understand the meaning of this. She comes in contact with Inspector Malcolm C. and remembers her past, when she was traumatized by him. Eventually, Allen learns that he is suspected of being related to the "Fourteenth". Later on, it is discovered that the science department of the Order somehow removed the Akuma "egg" from the ark to study it. The heads of the Asian branch come in and said they would help with the study of the egg as well, but they were rejected. Thus, Johnny was stabbed by the Noah Lulubell, who was in disguise, while hundreds of Akuma appear behind her.

A violent battle ensues with Allen and Bookman fighting Lulubell's army of Level 3 Akuma, while the science department is slowly turned into a colony of Skulls.

Allen exorcises numerous Akuma but they won't stop coming at him, their aim being to prevent the exorcists from reaching the egg.In the meantime, Lulu Bell opens a new gate that will take the kidnapped Allen and the egg back to the Earl. Will she be able to make a clean escape?

The Exorcists defeat all but one Combined akuma. However, when Lulubell came back for the Egg, she transformed into a liquid form and the Generals were unable to damage her. Lulubell trapped Miranda inside her liquid form and escaped with the Egg. The Generals use their Anti-akuma weapons to fire at Lulubell, despite Miranda being inside her. However, Miranda is protected by Allen, so she was not harmed. Meanwhile, Johnny went looking for Tapp. However, Tapp was already a Skull and thought of Johnny as an enemy. Johnny is then swallowed up by the only remaining alive Combined akuma. And Allen heard someone laughing, foreshadowing that a Level 4 is coming.

A Level 4 akuma appears and creates a big ruckus, destroying a lot of things. Allen fights with it, but the fight doesn't go well. Will he be able to survive?

The Level 4 starts its attack on the Central Headquarters. He targets Komui, thinking that he is an exorcist. When the Level 4 is trapped in a shield, Komui takes the oppurtunity to find Hevlaska, with Kanda and Chaoji following him. Meanwhile, Malcolm forces Lenalee to follow him and meet Hevlaska, with Lavi running after them. When Komui and Kanda go down the elevator, the Level 4 attacks them. Hevlaska tries to force the Innocence into Lenalee's body, but suddenly, the Level 4 attacks Hevlaska, leaving her seriously injured. Lenalee tries to call out for her Innocence while the Level 4 steps on her head.

The Level 4 appears to be defeated, but is it? In the aftermath of battle, rescue teams are dispatched to gather the survivors. General Cross is sent to Central Office while everyone else must prepare for the relocation of the Black Order's Headquarters. Meanwhile, Krory regains consciousness, much to the joy of his friends. As the Exorcists ponder the significance of Lenalee's evolved Innocence, the "Crystal Type", Allen declares that they must become stronger in order to defeat the Earl. The scene changes to show that the Noahs are attending a ball. The Earl is shown in the shadows with a humanoid shape. The end credits show the exorcists continue their duties; reunited with their innocences and sporting new outfits. The post credits reveal the Earl buying flowers from a poor girl with the letters Fin appearing.