Shadow: konnichoiwa minna-san I'm here to bring you guys another story.

Allen: shadow-San you're doing another fanfiction? Why?

Shadow: I just can't help myself, the plot bunnies won't leave me alone.

Spider-man: The plot bunnies are evil! Don't underestimate the power and diabolical force of the plot bunnies!s

Allen: Okay, now your being ridiculous.

Shadow: *shivering* you don't know man, you don't know.

Allen: *sweatdrops*

Shadow: I think we should start now, would you please do the disclaimer.

Allen/ Spider-Man: Shadow/San does not own D. Gray Man, Ultimate spider-Man, or us.

Shadow: Also this will contain character deaths in the beginning.

ULTIMATE D. GRAY MAN

PROLOUGE

The war was finally over. After 7,000 years the war was finally over, but at a great price.

Allen was able to defeat the millennium earl therefore the end of the war. Some of the Noah's were kill but not all. The anger, hatred, and bloodlust that the earl had towards humanity influenced the NOAH memories, turning the Noahs into bloodthirsty beings that hated humanity. After the death of the earl, all the fellings the noah had toward humanity vanished, freeing the noahs from those feelings which allowed the remaining Noahs to survive. This however came at a great price.

During their fight, the earl used the last remainder of his power in a desperate attemp to defeat Allen. That backfired however, as that attempt weakened him allowing Allen the chance to overpower the Earl and put an end to his life. But, that last attemp did do some very severe damage.

The final battles sadly were to much for the earth to handle. That day the earth was destroyed taking humanity with it, except for a select few.

Silver eyes stared sadly at what remained of earth, the place he and his freinds once called home, the thing they wished to protect. Almost nothing was left, only destruction and devastation, but not death. The bodies that once littered the battlefield, from finders, scientist, exorcist, akumas, and the Noahs that were killed, were desintegraded. The only sign that someone did die were the bloodstains that littered the ground.

As Allen continued to stare, he started to cry silently. He didn't sniff, or sob, he just remained quiet as silent tears went down his cheeks. He was numb from exhaustion, pain, and grief. Exhausted from the final fight with the Earl, in pain because of the wounds he received, and grieving for all those innocent lives that were lost and souls that were destroyed.

Since Allen accepted the 14th before the final battle, he was able to hear the melodies every living thing had. The earth was always filled with a symphony of various melodies, thanks to the many living things that lived. Now however, the earth was silent. His cursed eye, for the very first time, was also silent. This two things meant that there was no more life or akumas, and since they were destroyed with something that wasn't innocence their souls were undeniably destroyed. Dispite the fact the Earl was destroyed and the clan of noah was defeated, the holy war had no winner.

As Allen continued to cry, he heard a sniff behind him. Still crying, Allen turned around and saw the only beings that were still alive besides him. His friends Lavi, Leenale, Kanda, and the remainder of the Noah clan, Tyki, road, sheril, wisely, jasdevi, and llulubell. The noahs survived because dark matter doesn't affect them, and his freinds survived thanks to their innocence. The three of them had crystal type innocence now, and the only ones that had that type of innocence.

Before the final battle began the location of the heart was revealed. As it turns out Allen,leenale, lavi, and kanda are the heart. Many years ago the heart, being to powerful that it can be easily detected and for one person to control alone, it split it self into 4 pieces and went to 4 different accommodators. The only way to successfully destroy the heart would be to destroy all four pieces at the same time or they would just reform again. Of course this is only known to the four of them and no one else.

They were all crying , even the very stoic llulubell and kanda. They were all crying silently, except for an occasional sniffle. They all said nothing, there was nothing to say. They all wanted to apologize, but there was no one to apologize to except to each other.

The exorcist said nothing to the Noahs, they did not blame them for what happen, it wasn't their fault they were brainwashed, had their feelings overwritten, and enslaved by the Earl. When Allen accepted the 14th he learned about this and what the 14th really wanted was to free the other Noahs from the Earl. Once he learned this he told his freinds and surprisingly they wanted to help free them, even Kanda.

Before the final battle, all four of them were running from the order. Leenale and kanda started running shortly after the death of komui. Komui was killed, but not by a Noah or akuma, but by the order. The higher ups saw him as a nuisance and got in the way of their cruel experimants so they had him killed.

When Komui died leenale broke down crying and was comforted by Kanda, who was proclaimed a general the day before. It was a few days later when both of them overheard a couple of crows talking about how easy it was to kill Komui. Leenale started to cry, but silently as she was doing now. A couple of seconds later she was overcome by rage and attacked the crows with Kanda doing the same. After severely wounding the crows, they ran knowing that they will be branded as traitors for attacking the crows. Shockingly, the person that helped them escape was none other than Leverrier. Later they met with Allen and started traveling with him.

Shortly after that, Lavi joined them after he and bookman escaped the Noahs. After recuperating, bookman told Lavi to stay and record what was happening with them, while he went and recorded from the Orders side. But before he could he was attacked and killed by apocryphos, but not before claiming Lavi the new Bookman with his dying breath. After bookman's death, Lavi's innocence crystallized and fought against apocryphos alongside his companions. It was there were the truth about the heart was revealed, where Allen accepted the 14th, became a Noah and the truth of the Noahs was revealed. The battle ended with the destruction of apocryphos by their hands.

A couple of weeks later the final battle began and well you know the rest.

As for the Noahs, they too did not say anything. What could they say, nothing they say will undo what has been done. When the Earl died, they did not cry like they normally do when a Noah does, instead they were happy. Dispite he being a Noah they could not feel grief for the death of the one who turned them into murdering creatures. To be fair it wasn't the earl's fault he became like this, it was humans that broke and twisted the man's body and mind so bad that it left everlasting scars that would never heal, that it sent him spiraling into the never ending abyss of his own insanity. However, they could not feel anything but resentment towards that man. Regardless of whatever humans may have done, he still had no right to desecrate the dead, to kill trillions of innocent people, and to enslave his family and turn them into bloodthirsty monsters that had no choice but to follow him.

Their tears were not for that man, they were for their brethren that fell during the final battle (a battle that shouldn't have happened in the first place), the many innocent lives they have taken (nothing they do could ever atone for that), the blood they spilled (blood that will forever stain their hands), and the world that was destroyed (the magnificent masterpiece that can never be again). Ravished by grief and guilt, as well as hate towards the Earl, the Noahs stayed quiet as they cried in silence.

It wasn't until several hours later that the silence was broken by none other than Road. "What happens now?" No one had an answer for that question, they were all lost in the wasteland of what was once their home, and in their own inner turmoil as well. They all had nothing left but each other, there was no where for them to return to after all.

After several minutes of silence Allen came up with an idea, an idea that will for ever change their lives. "Why don't we leave, to another place, no another dimension where this war never existed?" Said Allen with a raspy voice. "Yeah, that is possible thanks to the Ark." Wisely said. "We could start over, we could live peacefully for once." Lenalee stated as realization struck her.

After several minutes of discussing, they all agreed to leave their world and go to another. Allen created an ark gate and transported everyone into the musician's room. Taking a deep breath, Allen played the piano as he asked the Ark to take them somewhere away from here. They all smiled sadly as they said goodbye to their world, once the Ark started to shake. They all hoped that this place was a place where they could live peaceful normal lives for once (but deep down inside, they knew they could never have such a thing). Maybe, just maybe, they could find peace and happiness.

But, little did they know, that their new lives wouldn't be as peaceful or as normal as they thought it would be.

Spider-man: well that was depressing.

Allen: why shadow-San, why?

Shadow: well I haven't seen a crossover of these two so I decided to do it, and well this was the first thing that came to mind. At least I didn't make you suffer alone like other stories.

Spider-man: she got you there.

Allen: *Sighs* why do you like making things tragic.

Shadow: *shrugs*

Allen: *face palm* why do I even bother asking?

Shadow: anyway, I hope you liked the prologue and I apologize for any grammar mistakes I may have made in this.

everyone: sayounara!