The Earl of Millennium

The Millennium Earl is the story's main antagonist. He is the patriarch of The Noah Family, and his Noah name is Adam.

Personality
A huge grin is permanently fixed upon the Millennium Earl's face, and he always speaks in a cute, loving manner. Despite this, he does appear to have emotions on some level. He has shown concern and happiness in his actions for the Noah, and even anger after the destruction of the Ark, although whether it was because of his reminder of the 14th, or because he destroyed the original home of humanity, is unknown. After learning that the original Ark was put into human hands, and that eighty-percent of the Akuma egg was lost, The Earl showed an incredible amount of anger.

Background
The Millennium Earl is the First Disciple of Noah, and supposedly the most powerful - apparently his true name is Adam. 7000 years before the story, he battled an unnamed opponent wielding the Heart and emerged victorious; shortly after, the Great Flood wiped out all of humanity, and the remaining twelve Disciples founded the second generation of humanity. As a result, all humans possess Noah genes. Once every generation, the genes and Noah memories within twelve people will awaken, transforming them into Noahs and compelling them to help the earl in fighting the Innocence; the Earl comments on them "protecting" him.

Around 35 years before the series started, a 14th Noah was born. The 14th Noah betrayed the Noah and attempted to kill the Millenium Earl hoping to take his position. However, the attempt failed with the Earl killing the 14th and his older brother Mana Walker. When Mana died, the the Earl tricked his adopted son, Allen Walker, into turning him into an Akuma. Much to the Earl's surprise however, Allen had Innocence and it activated to kill the Mana's Akuma form. The Earl simply left as this happened instead of killing Allen, an act the Earl would later come to regret and continually question himself about. It is implied that the Earl is still feeling the aftermath of his fight with "The 14th" as seen when he doubles over in pain from time to time.

The Millennium Earl deceives those who are in grief over dead relatives and friends into creating Akumas. He is a sorcerer from long ago, and he plans to lead the world to its death. In the anime he is shown to have a split personality - the first is his normal cheerful, friendly, and happy attitude, almost like a friendly old uncle. With the Noah, he's a member of the family, and is particularly playful and affectionate towards Road. His other personality is one of sheer, sadistic malice, capable of happily playing with people's lives. He also seems to invariably uses polite Japanese. In the manga, almost every one of his lines of dialog ends with a heart. During Cyril Kamelot's dinner party, the Earl in his human form appeared far more stern, addressing the issue of the Akuma Egg and the Heart in a serious manner; he appeared to be frowning, and he didn't end any of his sentences with a heart. Throughout the series, he also expresses regret that he didn't kill Allen when he had the chance.

Hoshino says she based the Millenium Earl off a legendary alchemist/preacher (most likely the Count of St Germain or Nicolas Flamel, though in many ways he's also reminiscent of Dorian Gray, possibly referenced in "Dorian Grey man" and thus "D.Gray-Man", as adapted in the film The League of Extraordinary Gentlemen) whose tale even claims he still may be alive somewhere.

Appearance
The Earl resembles a grotesque caricature of a Victorian gentleman. A rotund figure, he has sickly gray skin and usually dresses in a large coat and top hat, with an enormous grin that remains fixed even when he is speaking and even eating, and his eyes permanently hidden behind a pair of pince-nez spectacles. Occasionally they have been seen; in the first few appearances, he appeared to have slitted pupils, but this has not been repeated in later installments. He wears a different hat in each encounter, each with a different decoration. In a gag comic in Volume 2 of the manga, he is shown taking off his hat, and having another set of bunny ears. Recently he has revealed two devil horns under his hat. He can be mistaken for being actually quite friendly looking in the manga as he is seen in a darkly comedic light, due to his smile and otherwise flamboyant way of speaking. He is almost always "happy" in appearance and never stereotypically "frightening", except in chapter 134 when he exhibits extreme rage at the loss of his Ark due to the previous actions of the 14th.

The Earl has been shown to have a human form. It was first glimpsed in chapter 158, where he appears as a typical Victorian gentleman in a tuxedo and top hat, and what appears to be a monocle. His face is rarely seen and when it is, it's covered in shadow. His human form is shown in full in chapter 187, where he resembles a handsome man in his late 20's or early 30's with a very slight beard, medium-length hair, and a slimmer version of his usual attire. He also carries Lero in a cane form rather than an umbrella.

Synopsis
The Earl plays a rather small role in the series usually sending others to do his dirty work while he creates Akuma. However, when he does appear, usually something big happens.

Intro arc
The Earl appears in the shadows as he starts checking up on an Akuma he created as Allen puts an end to them.

Ghost of Mater arc
As a Black Order scientist's son, John, started to hound the Earl for a while, the Earl turned John's friend into a Akuma powered by the mother's soul. He had John brought to him so he could scare him into stop annoying him or kill him with the Akuma.

However, Allen appeared and as the two exchange ideals, the Earl remembered Allen was someone he had made a Akuma for as he summoned several Akuma to take him out. Allen then works with Lenalee Lee (anime only) to defeat his Akuma. Allen defeats them all with his Cross Grave but the Earl escapes and curses how he didn't kill Allen when he was younger. He reminds Allen that everyone is willing to make Akuma deals with him so his army will never wither.

Edo arc
During the Black Order's attack on Edo, the Earl played a small part; he was seen in the Akuma factory explaining the origins of the Noah to Tyki Mikk, Skin Boric andJasdevi. He then asks whether they've all achieved their objectives. He then sends a signal out to all Akuma in Japan to gather at a nearby tower and orders them to kill the Exorcist Generals. He also threatens the Noah to not fail again; notably, he doesn't shout at them, but they are still intimidated. He watched the battle until Lenalee showed a possibility of having the "Heart". With this, the Earl casually floats down to her crystallized shield of Innocence and prepares to kill her. However, Allen returns and battles the Earl and surprises him by showing his improved Anti-Akuma Weapon the Crown Clown. This however only makes the Earl sarcastically question why Allen is being so similar to him as they are both clowns now. Despite the similarity, the Earl pulls out his sword, battles Allen for a second and casually leaves. He then demonstrates his power by leveling all of Edo, with the exception of the tower he was standing on. This power results in him sneezing uncontrollably later on. He later rescues Tyki and Skin to aboard the Ark.

Noah's Ark arc
The Earl runs into Cross Marian again as he tries to destroy the old Ark and much to his surprise, he is stopped by a familiar piano song.

Invasion of HQ arc
As the Earl arrives to find his Akuma Egg gone he also found that the 14th returned to save the exorcists which causes the Earl to experience great anger to find that his old enemy had return and he couldn't create Akuma for the time being.

Later, the Earl appeared at a ball hosted by Cyril but this time he was in a human form. Tyki even was surprised to discover that the Earl is actually a human (The Earl's human face is obscured so the reader/watcher cannot see him). While at the party, the Earl keeps asking himself why he didn't kill Allen when he had the chance. Despite this, the Earl leaves to buy some flowers from a little girl.

Mystery of Kanda arc
The Earl is first seen talking to a revived Noah, the supposed 13th and remarks that 35 years ago, all of the Noah received memory damage when the 14th died. It is implied however, that Road did not receive any memory damage due to the fact that she hasn't changed in the last 35 years. The Earl then welcomes back the 13th as a "brother", and proceeds to reveal the real names of the Noah, and their true nature.

The Earl flashes a smile and confirms that only "Wrath" was left and wonders who and where the next "Wrath" would reincarnate after Skin being killed. He also expresses a wish that the 'long war' would be concluded by their generation. The Earl then lapses into a mental distress and a young man is shown telling the Earl not to push himself too hard and that he would be there by his side, though his face is hidden. The Earl's head seems to hurt as he clutches it tightly and he tells Road that he can hear "his" voice again. Road then is shocked and reveals that it was the 14th.

The Earl then rises and a dark aura surrounds him while he says "Let's spread the darkness broader." Later on, he is seen with Road, who has transformed into a doll near the North American Exorcist base. Surprisingly, he is in human form, and comments that the Exorcists are "kind of excited to see a visitor after such a long time."

He compares Alma and Kanda's story isn't particularly sad as the Noah's Family. Road (in her Doll form) mentions the 14th as a painful time causing the Earl to go into a depressed state. The Earl enters the Black Order's North American HQ and quickly destroys its protective barriers. He reveals his true Noah name, Adam. It is revealed that his signature form is actually a shell that encases his true human form. He infiltrates the North American branch and appears in the room were Alma Karma is kept with Wisely, Road (in her doll form), and Cyril. Cyril is seen using what appears to be invisible strings to control many Black Order personnel, namely Bak, Johnny, Zhu, Epsteine, Reever, and Malcolm. Wisely has brought an unconscious Kanda with him after crushing his head when Kanda looked at his Demon Eye. The Earl inserts himself in a cosmetic way as Kanda regains his conscious and see his childhood friend, Alma Karma. Cyril ,sitting on a coffin with a cross on it, told the Earl that they are waiting for a guest as they used Tyki as bait. A gate from the Earl's Ark open underneath Cyril and the Earl. Allen and Tyki pushed away the Earl and Cyril out of the way as they were still battling against each other.

However, the Earl is smashed by both Allen and Tyki. After Cyril tells them to get off of the Earl, he quickly rebounds and slams Allen to the ground. As he chokes Allen, he reveals that as the creator of Akuma, they are his feet, legs, eyes and ears, and thus he knows that Allen is The 14th. He accuses Allen of "calling" to him through a level 4 Akuma, which Allen denies. However the 14th takes over Allen's body and confirms that he was letting the Earl know that he is back and plans to kill the Earl to become the Millennium Earl himself. However, Allen once again regains control of himself and headbutts the Earl to the ground. He then proclaims that he is Allen, an Exorcist and will die before becoming anything else. As Allen, Tokusa and Kanda (who has captured Road) attempts to escape, Cyril stops them with Alma's body and the many pipes in the ground. The Earl then reiterates that Allen will not be returning to the Order and that this will be a party for his expulsion.

As Alma begins to wake and transform into an Akuma, the Earl tells him to "kill them" (The Order). He along with everyone else in the North American Branch is lost in the explosion resulting from Alma's awakening. He later turns up within the shadows smiling and is last seen whispering in the ear of a captured Allen to come with them (the noah) if he wants them to put an end to the "show."

The Earl offers to erase the dark matters inside Alma and the third exorcists, so they'll be saved if Allen to joins him. Johny asked the Earl why does he want Allen to join him even though 14th wants to kill him. The Earl reveals that he wants to stay by the 14th's side. Everyone including the noahs were very surprised at this.

Natural abilities as a Noah
As a Noah, the Earl has absolute command over all the Akuma, as well as destroying Innocence by simply touching it. All of his abilities, like other Noah, are based on Dark Matter. He has also shown the ability to create massive explosions of Dark Matter and Spheres of Dark Matter which have the same explosive power and can be used in close combat too. As a Noah, he is immune to the Akuma blood virus, which is normally fatal to the human's touch. Perhaps also part of his Noah abilities is flight (when holding Lero opened) and the ability to create clones of himself. He is also immensely physicallly strong and agile, able to keep up and put skilled fighters like Allen and Lavin into a corner. The Earl also apparently has powerful resistance, as one of his clones (noted to be not as powerful as him) took a full on attack from Lavi's hammer and came out unscathed. As the Earl has been revealed to be a Noah, it can be assumed he has the power to destroy Innocence.

The Earl mentions that only the twelve other Disciples of Noah reincarnate, implying he is immortal in the sense that he cannot die in any manner whatsoever. However, as he only narrowly defeated the 14th, this could suggest that he is only immortal in the sense that he never ages.

Akuma creation and control
Being their creator, the Akuma are his hands, feet, and eyes, and as such, he can feel what they feel, see what they see. This was how the 14th contacted with the Earl. Through this connection, the Earl is able to summon hundreds of Akuma at a moment's notice, and can also mentally compel them to do his bidding.

Weapons
The Earl's main form of combat involves his umbrella, Lero. The Earl is also able to summon a large black broadsword with a white cross embossed on the blade from within Lero; interestingly, it is the opposite colors to Allen's Sword of Exorcism.

Controlling the Ark
As the first Disciple of Noah, the Earl is able to pilot and command the Ark, and can also create a new one; such a process takes a considerable amount of time, however.

Trivia

 * The only times the Earl has ever showed anger was when he learned the 14th had sided with the Innocence and saved the Exorcists in Noah's arc and when the exorcists had stolen the akuma egg, thus preventing him from making more akuma.
 * The Earl's Noah name, Adam, could imply that he is the first human being, Adam of the Garden of Eden.
 * Upon seeing Allen's Crown Clown the first time, the Earl commented about Allen looking like, "The Whiteface Clown that Picks on the Auguste Clown," before having a flashback of himself with a figure wearing the Crown Clown outfit on stage together. In Victorian age comedies, many times a white-faced clown would pick on another clown for laughs from the audience. It could be an allusion that Allen is the whiteface clown who continues to harass the Earl, the Auguste clown, no matter what he does.
 * The Earl and the 14th were very good friend, so much that the Earl wants to stay by 14th's side even though 14th declared to kill him.