A/N: here is the third instalment of The Omniform Shinobi. I have read all the reviews and would like to say thank you to all that have reviewed. Now to clear up some confusion albedo is not merlin. For some reason people were thinking that. Now even though Ben is using the ultimatrix it is still technically the omnitrix with an upgrade so it still counts.

Now onto the story!

Disclaimer: I don't own Naruto or Ben 10

"Hey"- Human/alien speech

'Hey'- Human/alien thought

"Hey"- Justus/Celestialsapie 'motion'/Demon speech

'Hey'- Demon thought

Last time on The Omniform Shinobi:

Before anyone could change the subject, a large mass fell from the sky and landed dangerously close to Kevin's car, flipping it over and wrecking it.

"My car! Not again..." Kevin yelled, hanging his head in sorrow; his car was cursed, he swore!

Ignoring the moping Kevin, Ben readied himself to activate the Ultimatrix, Gwen powered up her projectiles in her hands, as the smoke and dust settled to show the mass was some kind of pod, as the surface facing them began to push out, steam pouring out. As the door lowered, they were surprised to find a human stepping out of the pod, especially since it had the symbol of Galvan's. "You Ben Tennyson?" The blonde teen asked.

Gwen looked the boy up and down and blushed faintly.

"Yeah?" Ben answered, raising a brow.

"I'm Naruto, and I've come to kick your ass."

The blonde responded plainly, yet grinning foxily, causing Gwen's blush to intensify slightly, further enraging Kevin in his head.

"What makes you think you can?" Ben asked, narrowing his eyes; being overconfident was his thing!

"Let's just say I got a lot of experience. Now let's go!" Naruto instigated, grabbing his Galvan badge and willing it to form into a Fuma shuriken, black blades with silver edges and the hourglass symbol forming a hand guard over the circle where he holds it. He threw the weapon, just in time for Ben to slam his hand down, turning into a giant, orange humanoid dinosaur.

"Humungousaur!" 'Ben' roared his rough hide deflecting the weapon, sending it back to Naruto.

"Ah, a Vaxasaurian; how did I know you would resort to brute force from the get-go?" Naruto commented, smirking as black cracks spread across his face and arms as his hands turned to red-orange stone, glowing with an unknown blue energy. "But with a bit of Galilean, everything big and tall must fall." He raised his hand, and Humungousaur rose in the air against his will and was thrown to the side when Naruto flicked his wrist in the same direction.

Kevin was gobsmacked at what just happened, but brushed it off and absorbed the metal of his car after running to it and turned his hands into a mace and hammer, running at Naruto, intent on smashing his smug face in.

"And a pair of hybrids; Osmosian and Anodite; quite the colorful gang." Naruto commented as Gwen attempted to herd him towards the berserker Kevin with her bolts, raising his right arm up as it turned silver and a circle of silver energy forming a shield for him, blocking both the bolts and Kevin's steel attacks. Dropping the shield his arm turned to stone segments, a black wristband with silver spikes forming, as he punched Kevin in the chest, but the size of his fist also affected his stomach, cracking his steel skin and sending him flying. He transformed his other arm to match to block the downward hammerstrike from Humungousaur, now twice as tall and covered in segmented armor and spikes, successfully blocking the gargantuan creatures attack, shocking everyone watching, and pushing him back, grabbing his chest and causing silver electricity to race across his body, his eyes turning to silver light with arcing sparks as he attacked Ben.

Ben roared in pain at the shocks coursing through his body, but managed to kick Naruto off, landing on his back. Sitting up, he decided to level the playing field and slammed on the symbol on his chest, evolving his form. His hide turned dark green and he formed a blue plate on his head, chest and stomach, and a shell-like carapace on his back, green spikes down his head and black ones on the sides of his face, green 'quills' at the sides of his chest and armored stomach, a blue edge and massive spikes on his shell. His tail grew a blue mace with green spikes and he formed green spikes on his knuckles, which he transformed his hands into barrels that shot rockets at Naruto.

The blonde shinobi dodged with ease, smirking the entire time. "More firepower isn't always better. Then again..." He started his head and arms erupting in blue and purple flames, the latter forming molten plates on his skin, as he created a giant fireball and threw it towards Ultimate Humungousaur, melting his missiles and continuing on its way to the evolved alien, exploding on impact. "Sometimes it is." He finished, still smirking.

He dodged Kevin's literal hammerstrike from behind, snapping his mouth open as he grew the jaws of a Piscciss Volann and chomped on his steel skin, flailing him around and finally throwing him towards Ultimate Humungousaur, smacking his lips afterwards. "Hmm... why does steel have that coppery taste like pennies?" He mused to himself. He immediately began to dodge Gwen's barrage of bolts as a silver blur. He then cloaked himself to match the environment and snuck up on her, immediately wrapping her in bandages and lifting her into the air. "Do you yield?" He asked.

She struggled for a bit but stopped and sighed. "Fine." She said.

"By the way, I can feel through these bandages." He said plainly, smirking as she blushed crimson when she felt the bandages around her behind move a bit. He stopped teasing her and set her down; patting her head, smirking as her blush almost matched her hair. He immediately dodged Kevin's berserk rush, swinging his mace hand around, and slammed his forehead into Kevin's, his head temporarily turning into grey stone, sending Kevin flying. He quickly shifted his head back to normal and shook it, clearing his thoughts and muttering under his breath. "Fucking non-sapient species… A Crustacaedozer always makes my mind fuzzy, and it's not the completely rocky composition…"

Kevin immediately came back with a vengeance, wanting to smack Naruto's head off, but the blonde merely sighed at his violent jealousy when he was just teasing Gwen and willed a swarm of red snake heads to sprout from his back, all equipped with Piscciss jaws, as they snapped at Kevin and tore off his steel skin, tossing him aside and leaving him in defeat.

Finally came Ben, who changed from Ultimate Humungousaur to Way Big, immediately going Ultimate. Naruto craned his neck as far as it could to look at the gigantic evolved To'kustar. "Well... shit." He commented. Sighing, he strung his hands together into seals and slamming them on the ground. "Kuchiyose no Jutsu!" He yelled, creating a massive cloud of smoke. When it cleared, he appeared on a giant black fox with eight tails, which was just a bit taller than Way Big.

Looking up at the red, white, and blue alien, the fox only had one thing to say. "...Kami-dammit, boss, what have you done to piss of this thing? Haven't you learned not to piss off giant uhh… whatever the fuck that thing is? "She asked, sighing.

"I just need you to hold him down. I plan to bring him down with one hit Mia." Naruto said to the now named Mia.

Sighing again, Mia nodded. "Fine. But you owe me another drink after this, and I mean the demon kind not the shit you humans drink!" She reaffirmed him, bringing her tails together. "Suiton: Teppoudama!" She yelled, spitting out massive projectiles of water, sending Ultimate Way Big skidding back, not ready for the elemental attack, still reeling from his opponent summoning a giant talking fox out of nowhere.

"Yeah, sure thing Mia." Naruto responded as he gathered chakra in both his hands, summoning a pair of clones who aided in them. While he managed to master the Rasengan to a level where he could conjure it instantly, and with one hand, he needed a clone and time for what he had planned. His concentration wavered when Mia slid to the side to dodge Ultimate Way Big's massive beam attack, but he finished by the time Mia landed and used the fox's ' head as a springboard, growing a pair of Aerophibian wings to continue towards the transformed Tennyson's face, brandishing a pair of elemental Rasengan, the left one heading for Way Big's face surrounded by fire, the right having four points of wind chakra. "Fire Release: Swirling Devastation" He yelled, tossing the spiraling ball of fire towards Way Big's face, then he tossed the second Rasengan to the To'kustar's stomach. "Fuuton: Rasenshuriken!"

When the flaming Rasengan hit Way Big, it expanded into a dome of fire, scorching his tough skin, and spun around his head for a while, as the Rasenshuriken hit his stomach and expanding into a huge dome of needles. The force of both attacks toppled Way Big over and he changed back to Ben when he landed, the boy's face slightly red from the aftereffects of the fire and his stomach scratched up a bit, but nothing dangerous or enough to draw blood; he'll just be really sore.

Gwen, being the only one conscious, was gobsmacked at what this boy accomplished; he just demolished Kevin and Ben's strongest alien, with insane attacks like he came out of a comic book!

"It appears I'm done here; see ya later, boss." Mia bid farewell, disappearing in an explosion of smoke as Naruto landed near Gwen.

Waving at the fox, Naruto turned to Gwen and smirked at her, relishing in her confusion. "How did – why did – where did – aah!" Gwen grabbed her head as it started to hurt from the questions she wanted to ask.

"Calm down, Red. I'll assume from you hangin with Ben that you're Gwen Tennyson?" Naruto asked.

Rubbing her temples, Gwen whimpered as she nodded.

Chuckling again, Naruto split himself into triplets and had them pick up Ben and Kevin as he walked over to the elder teen's wrecked car, his hands glowing with a dusty yellow energy as he engulfed the wreckage in an orb of the energy and the mess contorted as if it were reversed in time, soon reforming Kevin's perfectly-fine car, which he set down. The duplicates set Ben and Kevin at the table the trio of teens were previously sitting at before Naruto came to lay the smack down.

He then looked over to Gwen and said "So… that was fun.

A/N: Cut! Now that was a fight! Hoped you guys like it. Now for those who want to know why Naruto didn't summon the toads it is because they were loyal to konoha only so they wouldn't help him even if they wanted to. R&R please ja'ne.