AN; Everyone, this is my first D. Gray Man fanfiction, and recently I've been watching this anime a lot…

Warnings; Swearing, Tiny bit of Cross Marian Bashing (He is still cool though), perhaps some pairings later (HET only), Oh, and AU, 14th Noah plays a big part in this.

There is a poll in my author bio page, Vote!!

The sky bled crimson, and a single boy sat on the dirt, facing a single headstone. The figure had his face against his knees, and was glaring at the headstone.

Allen stared at the headstone, his eyes glossed over. How can god be this cruel? How can the only one who ever loved him are torn away from him just like that?

His thoughts were interrupted by a voice, "Hi, how are you this evening?" Allen looked up to meet the golden eyes of the jolly fat man.

The man had a dark grey skin tone and wore a pair of circular glasses; he spoke joyfully, "Shall I revive Mana Walker for you?" Allen's eyes widened, 'Can this man really do that?'

"But in order to do that, I need your cooperation, or more precisely, the voice that holds connection to him."

Allen, who loved his father more than the world itself, would of coarse do anything to revive his dear father, "Bring Mana back?" his voice cracked, desperation seeping into his usually cheerful attitude.

The Earl looked delighted and answered, "Yes, I can bring Mana back from the world that you detest so much."

"Mana will, - Mana will come back?"

The Earl giggled, or chuckled with that insane grin of his, and spun around, finally finishing by pointing his finger downwards, and a metal skeleton appeared in front of him.

"The soul of that person will return from the other world."

Allen walked forward hesitantly, and then unleashed a feral call to the heavens, begging Kami to let his only loved one return to him, "MANA!"

"Won't you become an exorcist?"

Allen looked up into the eye of the long red haired man, every fiber of his being screamed to say 'Yes' or 'Of coarse' but a stray thought ran through his mind, the last thing Mana ever said to him, 'Don't stop, keep on walking, Allen.'

'If I say yes, wouldn't I be lingering and moping hoping to reconcile for my fault in Mana's death?'

Making up his mind, Allen's face was shadowed as he spoke clearly, "No."

The man was shocked, 'No? How can he say no? Is he retarded? I don't care what he wants, he will become an exorcist!' The man swiped his arm in an attempt to grab the boy, but the boy had already moved away. Allen ran down the path as the red haired man started getting up to chase after the boy.

The pain from the amount of blood on his cursed left eye intensified as he ran down the path of the cemetery.

'Don't Stop, Keep on walking Allen.'

His pace quickened as the words played over and over again in a mantra, urging him on.

'Whatever happens, don't ever stop!'

Tears flowed freely from his eyes as he tripped and fell over a rock in the path, the blood from his now cursed eye mixed with his tears.

He heard a faint sound behind him and realized it was the red haired man again; he contemplated for a second and peeked over his shoulder as he kept running. Sure enough, the man held a jogging pace, easily keeping up with the now white haired boy with long strides.

For over a quarter of an hour the two ran, like cat and mouse, on the path, the once large gap narrowed as the white boy's stamina started giving out. In the distance Allen spotted the light from the town where the carriage had crashed, killing Mana, 'I'm almost there. I can lose him in the town.'

Cross Marian's thoughts were completely different, 'Damn stupid brat, making me run after him, who cares if he doesn't want to become an exorcist? If he doesn't want to become an exorcist I'll take his left arm away from him if this continues. I could be doing something productive right now, like hammering that hot barmaid I saw in town…'

Apparently Kami never liked Cross much at all, since as soon as they got into the town a lady from the second floor of a building opened up the window and dumped a bucket of waste water on top of Cross' head. The boy he was chasing was forgotten as he glared at the woman, "How dare you splash me. Wait, is this," He paused to sniff his clothes; his clothes were something he always held precious to him, as it was one of the things that had all the women running to him, besides his natural good looks of coarse. But right now his clothes smelled of urine, and was stained yellow and brown, "You stupid Bitch!!" He roared and pulled out Judgment from his coat…

On the other side of town Allen Walker panted as he collapsed on the cold sidewalk of the cold alleyway, his entire was body sore and he was still trembling from the recent events. He laid there, cold, trembling, and hungry. As he found that he hard time sleeping he stared at the darkening sky and mumbled to the stars and the full moon, "I will keep walking forward, if only for you, Mana." Uneasily, sleep overcame him and he fell into a dreamless sleep.

Allen Walker woke up early the next day, during the time of the day where the air chills the bones and light hasn't pierced the sky yet. He hugged his own body closer, hoping keeping the warmth inside him. Allen wandered around the town seeing all the children laughing with their parents and with friends. He stopped in the middle of the road and nearly broke down in tears, 'What do I do now?'

It was by sheer chance that he noticed a large object abandoned in front of an antique store, "Is that a piano?" He walked closer, his eyes wide as he saw the condition of it; the once grand piano had stains all over, and looked brown from the use, presumably it had been a glossy black. While the piano had lost all its shine, and worn from the years of use, it still held the majestic look it once had, and he could picture a piano like this in a royal court. Allen had never even touched a piano before, and when he struck a key his eyes widened as a rush of thoughts, or memories flooded through him, and by sheer instinct alone his hands started moving without his command. He had, in fact started playing unknowingly, the code Mana and he had 'Come Up With'.

A joyous sound came from the piano, calling to the heavens through a batted up piano. A dark figure inside his head started singing, the lyrics and vocals streamed into his head, and he gasped, "Who is singing?" The voice continued, and Allen didn't realize that he had started singing along with the voice, the music carried through the town, lifting up everyone's spirits, waking the sleeping populous though a waking lullaby. Allen suddenly straightened as he realized what this song was as he pictured the musical score in his mind, "Melody?"

Zackarie St. Clair has led a fulfilling sixty five year old life; he had been a successful painter, lived through an empire and which was now a republic, and had opened an antique shop in his retirement from painting. He had once been somewhat of a musician, and he always had an ear for beautiful music, so when a boy started playing the most beautiful and tragic piece of music he had ever heard on an ancient piano he was rightfully shocked.

The man dropped the box of antiques he was carrying and asked the most logical and the first question he could think of, "Where are your parents?"

The boy looked away and he noticed the accent of the man. He stopped playing the music, "My only family is dead; all I have now is my memories, the clothes on my back."

The man's heart softened and his face contorted to pity, 'So young to experience something so tragic.' The man walked over to the boy. Somehow the man could picture this boy playing instruments on a large stage filled with hundreds of ladies and lords, the music that the boy made filled the room, every note the boy played would bring tears to the ladies' eyes, and he could see the boy in front of him take a bow as the audience clapped with unnecessary vigor. But first, he had to deal with the parentless boy in front of him. The man could only lay his old hand on the boy's shoulders as if to comfort the boy, and say, 'Everything will be fine.'

That was the day Allen Walker gained yet another mentor and friend, the Frenchman and Antique shop owner, Zackarie St. Clair.

"How would you like me to teach you something I know of music?"

"O-Okay."

And so it begins.

The Millennium Earl sat on his chair, pondering, his ever present smile grew wider as he finally came to a conclusion, "How quaint that the fourteenth Noah would be reincarnated into his own son?" his chuckling became a full blown laugh, "I must keep and eye on that boy, he has an innocence fragment with him too; soon I will personally welcome you back to our family, Allen Walker."

Being a musician in the nineteenth century was hard for most who try; everyone knew how to play an instrument to a certain degree, and everyone who wanted a 'full' education had to know how to play an instrument or learn how to sing. For most musicians, they were only servants for the rich, and for those who wanted to be entertained.

Life was hard for Allen, after being apprenticed to Zackarie; he learned how hard being a good musician was. The previous memories and instincts didn't help him learn how to play the numerous instruments Zackarie had forced Allen to play. He crammed into his brain how to play the guitar, violin, piano, harp, banjo, and even the concertina. Along with the instruments Zackarie had even made him learn how to sing properly. One thing that was strange was that every night he fell asleep he would dream of a younger Mana, and what seemed to be an older spiky brown haired version of himself.

"Mana, I made up a new song today!" The older version of himself tackled Mana.

"A song? Show me." He grabbed Mana and dragged him to the spacious living room, where a single piano rested. He sat down and visualized the song, and started playing, letting the music flow through him, his emotions consuming him, turning the song more alive, and Mana could barely breathe, as if afraid breathing would disrupt the song.

He finished, and grinned at his older brother, "What do you think?"

Mana let out the breath he was holding, "It's beautiful. What is it called?"

He put on a thoughtful pose and smiled at his older brother, "Melody."

Being a ten year old he had no idea what these dreams meant, but even he realized that the songs he played on the piano instinctively had something to do with these dreams.

And Allen dreamt, every night a memory would rush in his head, and he would try to play it on the piano. Joyous sound often spread though the town at odd times, and was often quite loud, but no one ever complained.

While Allen had held the deepest respect for his master, he was still somewhat disrespectful, always making up names for his teacher, what Zackarie started calling his 'Rebellious' phase, and just chuckled and whacked him on the head with a rolled up newspaper.

In town Allen had tried to make friends, but each one that he would call friend left him as soon they found out about his deformed left arm. Allen rarely left the shop after that, focusing entirely on new music and perfection.

It was during this time that Zackarie worried constantly over Allen, who haven't gone outside in a month, and looked like what anyone would call albino, with pale skin and white hair. Zackarie came up with a great idea, leave the town. But where to move to? Maybe he should just kick Allen out of the house for a couple hours each day? 'Hmm, that's not a bad idea, kukukukuku…'

A year after the apprenticeship began Zackarie sold the antique shop, and decided to travel the world with Allen, something he had always wanted to do in his life but never had the chance.

"We are going to travel around the world, Allen." Zackarie suddenly announced.

The eleven year old boy tilted his head, "Why are we traveling around the world?" The old man smiled brightly, "You are going to learn different styles of music I don't know. And, I want to see the sights. You know I was and still am a painter at heart. Perhaps we will make a few stops to see the artistic wonders of the world."

"I am going to miss this shop."

"It holds some fond memories too huh; all those hours of singing and playing instruments."

"-On second thought, I'm glad we're going."

Zackarie chuckled as they walked away from the newly sold shop. Walking around the world meant that they couldn't bring the instruments with them, besides a flute and some other small instruments. They entertained themselves as they walked from town to town, traveling from country to country; China, Italy, France, Germany, Spain, and Austria.

But it was in Spain when they encountered a fellow artist, in the form of a bi-speckled old man with long unmanageable hair. He was the most informative on fellow art and some of the strange history behind Allen's strange arm.

They were in Barcelona while Zackarie had been sketching the Sagrada Família church, Gaudi's masterpiece while Allen was playing the flute to the tune of 'Melody' when an old man sat down next to them and stared at the church, "Beautiful, isn't it?" The man wore a traveler's cloak, but they could see some sort of uniform underneath, and a gold badge that adorned his left breast.

Zackarie smiled, "It is, we have been here for hours now, and yet every time I gaze upon it it still takes my breath away."

"Art is truly timeless. How about you, young boy, what do you think of the chuch?"

Allen scoffed, "I think it's a waste of time, the only art that interests me is music."

Zackarie wacked Allen's head with the sketchbook, muttering about stupid apprentices and young people who don't appriciate art.

The man just rubbed Allen's head, messing up the long white hair, "That's fine, music is a beautiful thing, and just as timeless as any painting."

He was interrupted however by an explosion behind them, and then the screaming began. Zackarie instantly moved in front of Allen, protecting him from the smoke of the explosion. Allen noticed the man running towards the explosion, "HEY! Where are you going? People run away from the explosion for a reason you know!" The man glanced back at us, "Let me show you how art truly is." From the smoke four circular objects rose in the air. The man muttered under his breath, "Akuma" The objects had what seemed to be cannons on them, and had a white face, with an open mouth. Allen's eyes widened before it, "Wh-what is that?"

The man paid him no attention though, and pulled out a cross and a gold handle, "Innocence, Activate, Maker of Eden!" The two items started glowing orange, "Art!" Within a few seconds, all the demon like creatures were reduced to nothing, and the man had taken out his sketchpad, and had been sketching again.

Both Zackarie and Allen sweatdropped, 'How can be so calm after those things attacked us?' The man kept sketching, without a care in the world. The man felt them staring at him, "My name is Froi Tiedoll, I am an exorcisit. It is my duty to rid the world of those creatures." The man continued on, "Those creatures are called akuma, when a soul grieves for a loved one a person called the Millenium Earl appears, offering to bring them back, and they are brought back, and takes over the body of the person who is grieving."

Whatever the man had said next was lost to Allen, his entire body shook, 'Akuma, did I turn Mana into that?' The man raised an eyebrow at Allen's shaking, "So you have encountered them before?" Tiedoll glanced down at Allen's left hand, "And you have a parasite anti-akuma weapon?" Images formed in Allen's mind, of Mana and the jolly fat man. "I turned my father into an Akuma."

Tiedoll's eyes widened, "There are an organization that exists to fight Akuma and the Earl. You have been chosen by Kami to have the ability to destroy the Akuma. So, will you care to join?"

Allen glanced at the hand, and the memories poured in again, of the red haired man, and made up his mind, "No. Music is my life, and I live only for my music."

Twice the order had a chance to fulfill the prophecy, and twice they failed to convince Allen Walker into joining. And so the rise of the Noah begins…

Froi Tiedoll scatched his frizzy hair, "Well I can't force you to join, but if you ever change your mind," he pulled a card out of his coat, "the address is on there."

"Che, whatever." Zackarie bashed him on the head twice for good measure.

AN: This was completely unBetaed, and I have no intention of getting one. This is the revised second edition, and I will continue to make improvements on each chapter even after they are released. There is a poll up for the pairing. Vote!!