I own nothing from Naruto or Ben 10, Ben 10 alien force, or Ben 10 ultimate alien.

Chapter 1: Rise of the ultimate life form

Naruto was panting as he felt extreme pain in his shoulder. He stood across from Sasuke Uchiha a traitor to his village. Naruto along with his friends Chouji Akamichi, Kiba Inuzuka, Neji Hyuuga, a recently added Rock Lee and Shikamaru Nara had been charged with the duty to bring him back to village before he went to Orochimaru an S class traitor to his village. The chase lead them to the valley of the end. The valley was a large lake with a waterfall and two large statues of the Shodaime Hokage Hashirama Senju and Madara Uchiha. Both of them were the founders of the village of Konoha the home of both Naruto and Sasuke.

Naruto who was wrapped in a cloak of red chakra with elongated fangs and claw glared at Sasuke. Sasuke currently had grays skin with purple hair with a black mark on his face. The whites of his eyes were black while the eyes were purple. On his back he had to large hands that seemed to act like wings.

"Sasuke," Naruto growled, "Don't do this. You can still come back!"

"Why should I go back?" Sasuke growled as he focused chakra into his hand, "I'm not going back to that weak village! It will only hold me back from my real power."

Naruto growled and focused chakra into his hand as well. Both had different reactions. Sasuke's was mostly electric and all over the place and was white until it grew slightly larger and turned silver. Naruto's was more contained and formed a ball of spinning chakra that looked like it could do some damage.

The two jumped forward and called out their attacks.

Sasuke: "Chidori!"

Naruto: "Rasengan!"

The two attacks collided and the result was a large burst of chakra that shook the ground around them. The chakra merged and formed a large ball of chakra that then promptly exploded. The two then fell to the ground. Sasuke reverted to his normal self as did Naruto.

"Got…you…teme," Naruto groaned as he lost consciousness.

Sasuke didn't say anything as the backlash from the technique had knocked him right out.

As the two lay asleep they weren't aware of the presence above them. Suddenly a green light came down from the sky and lifted Naruto up into the sky. Then there was a loud boom and then silence.

That was the scene that a man with gravity defying silver hair his headband pulled over his eye came to. His name was Kakashi Hatake and he was supposed to be the sensei for Naruto, Sasuke and their third teammate Sakura Haruno who will be seen later on.

Kakashi looked around and saw Sasuke but Naruto was nowhere to be seen.

Kakashi leaned down and picked up Sasuke and hefted him over his shoulder.

"Kakashi," Pakkun, Kakashi's dog summon asked, "shouldn't we look for Naruto?"

Kakashi mentally undid the summoning after that. Kakashi, like most of the village hated Naruto. Years ago the village was attacked by the Kyuubi no kitsune, the strongest of the 9 demon lords. Unfortunately Naruto had it sealed inside him by the fourth Hokage, Minato Namikaze. Since then Naruto has been hated by the villagers save for a select few. Kakashi had been Minato's student, so he didn't like Naruto either. When he was supposed to be guarding Naruto he let Naruto get beaten. When he was supposed to be training him he went off to train Sasuke. The council wanted him to train Sasuke since they would use him to avenge the Yondaime that Naruto murdered. Yes they do see him as the Kyuubi. Really are these people idiots or what?

Meanwhile outside the earth's atmosphere…

A large ship floated just outside the earths gravitational pull. It was large and made of black metal. It had two large green orbs on the sides on the back. The front was split in two and had a green orb on top part and the bottom. Right before where the ship splits is a green circle that has the symbol of a black hourglass shape in it. Green electricity sparked between the two halves. Think how Vilgax's ship looks only black and green.

Inside Naruto lay still on a table. He was currently inside a laboratory. On the far left of the room was a lrge coputer that had information on it written in a language that looked like gibberish. On the other side was a large thing of mechanical tools and other equipment. Above Naruto was large machine that was currently shut down so it was hard to tell what it was for. Beside him a round platform rose up. On it stood a very tiny organism. It was small enough for a baby to pick up and play with. It had a gray body seemed to have a beard growing out of it's chin and walked around with a metal cane, indicating that it was old. His eyes were green and large and far apart. The pupil was rectangular shape. What this creature lacked in size though it made up for in brains. It was a Galvin. It's kind was one of the smartest in the universe. The Galvin looked over Naruto. After a few minutes the blonde stirred.

"Oh man," Naruto groaned, "Can someone get the number of the train that hit me?"

Naruto looked around and saw the fact that he was in some kind of lab. He jumped up and yelled, "Okay Orochi-teme come out so I can kick your slimy, white, pedo-"

"Calm yourself child," said an old voice that Naruto could see, "Over hear boy."

Naruto looked to his side and gasped in shock at the tiny creature.

"What in the heck are you?" Naruto yelled.

"I am a Galvin," the creature said, "you can call me Merlin."

"Okay Merlin," Naruto asked still on edge, "Why am I here?"

"Relax boy," Merlin said, "I brought you here cause I have had my eye on you for a while."

"For what exactly?" Naruto asked. He was still a little wary.

"My experiment," the small creature said. Naruto immediately started freaking.

"NO WAY!" the blonde yelled, "I'm not being some Guinea Pig!"

"Child," Merlin said with a slightly impatient tone, "Calm down and let me explain. Do you want something to eat? This is going to be a long story."

Naruto, still wary, nodded. Merlin hit a button and a small tray holding sandwich, some chips, a salad and a glass of milk appeared next to Naruto and floated toward him. Naruto picked up the sandwich and ate rather slowly as the alien started his story.

"For starters," Merlin said, "I am not of this world. I am an alien. In this galaxy alone, called the Milky Way, there are over a million alien species existing along with your species." Naruto looked shock, but decided not to interrupt. "My species are called the Galvin, one of the most intelligent beings out there. I am but a humble scientist who simply wants to make his mark on the universe."

"How do you plan on doing that?" Naruto asked.

"That started years ago," Merlin said gaining a slightly sad tone, "On my home Galvin Prime my brother Azimuth created a device that could allow one being to take the form of any being that had it's DNA in it. He called it the Omnitrix. Me and my brothers were rivals in a sense. I decided to try and create my own device. However instead of striving to make a device I decided to try and create the ultimate life form. Unfortunately I needed DNA samples from many creatures. I had to use blood samples since blood contains many strains of one's DNA. Sadly the Galvin high council found my samples and assumed the worst. As a result I was banished."

"Whoa," Naruto said, "What happened?"

"Once off planet I was no longer limited," Merlin said, "I collected samples from being outside the Milky Way. After a few years of researching I managed to find the right way to do it. All that was left was to find a subject."

"Me?" Naruto asked as he crunched on his chips.

"Yes," Merlin answered, "I have scanned this galaxy for someone who could handle the strain of the experiment. I've seen your regenerative powers. That should allow you to handle the stress."

"I don't know about this," Naruto said as he drank his milk, "I'm not to keen on the idea of being an experiment. What if I can't go home? What about my friends?"

"Naruto," Merlin said, "I know that this seems like a difficult change, but it will be for the better. You will have powers that some of the people on your planet can only dream off. Plus you will be able to fight for your friend and protect them."

"Really?" Naruto asked as he heard that.

"Yes," Merlin said smiling, "I guarantee it."

"Okay then," Naruto said, "What's going to happen? Do I get something slapped on my wrist or something?"

"No exactly," Merlin said, "My experiment means you'll be injected with the blood of the aliens directly. You will be what holds the power not a device."

"Um won't the injections hurt?" Naruto asked.

He had a slight fear of needles. Since he was a kid some doctors in the hospital tried to poison him. Not to mention one went psycho and stabbed a bunch of hypodermic needles into his back and tried to poison him. Luckily an ANBU with a weasel mask came to save him. Guess who? Merlin knew of his unease. He had seen what the village had done to him and knew the reason behind his fear.

"You will be unconscious for the length of the procedure. You may feel a little bit of pain, but you will not die," the Galvin said making Naruto sigh in relief.

"Okay little man," Naruto said making Merlin sweat drop, "Let's do this."

Naruto laid back on the metal slab and syringe came out of the table and injected Naruto with a sedative. He yelped in pain, but lost consciousness a few seconds later. The machine above Naruto suddenly whirred to life. Large metal arms came out along. A large box came from the nearby wall. One of the arms reached to it and took out a vial that contained blood in it.

"Beginning injection sequence," said a computerized voice.

Meanwhile in the seal…

Kyuubi woke up from his nap as he felt something strange in his container's body.

"What the hell?" Kyuubi asked to no one in particular.

Suddenly he felt an extreme pain n his container.

"Oh boy!" the fox yelled as it sent out some of it's chakra to heal any damage.

Outside the seal Merlin noticed a red glow that covered Naruto's body. It was then he noticed that his body was also healing slightly faster. He grinned as he had been right. As the procedure went on his platform rose up and flew over to a small round orb. He pressed a button on the console and the orb rose up and flew toward the airlock which opened closed and the outer door to it opened and it flew out.

The drone flew down toward towards the planet below and suddenly covered itself up in had metal plates and flew through the earth's atmosphere. The orb crashed into the ground. After a few seconds of sitting in the crater the plates retracted and it flew off towards it's destination.

Meanwhile in Konoha…

A tall busty blonde woman with a blue diamond on her forehead was sitting at her desk. Her name was Tsunade Senju the godaime of Konoha. There were tear stains on her face as she recalled what happened a few hours earlier.


She along with many other people stood at the gate of Konoha waiting for Naruto and Sasuke to return. After about and hour Kakashi came into view with Sasuke on his shoulder. Unfortunately Naruto was nowhere to be seen.

"Kakashi," Tsunade called out, "Where's Naruto?"

"I couldn't find him," Kakashi lied, "I looked all over, but there was no sign of him anywhere."

"I knew that baka would get killed," said Sakura Haruno, Naruto's other teammate.

She was die hard Uchiha fan girl. She spat on Naruto since he contained the Kyuubi and because she thought it would get her points with Sasuke. She is so going to get hurt.

"Y-You shouldn't s-say such -t-things," said the timid voice of Hinata Hyuuga.

"So what?" Sakura asked, "He probably ran off after he got beaten by Sasuke-kun. I should have know he would go traitor that worthless baka."

Hinata broke character for a brief second and glared at the back of the pink haired girl's head.

Tsunade was upset. Hell she was on the verge of tears. She walked off and ran to her office before here tears began to fall. She loved the blonde like a son and now he was gone. She had been in her office and cried for a while.

End flash back…

Tsunade was pulled from her memories when there was a tapping at her window. She turned to see a floating black orb. She cautiously approached the window and opened it. The orb floated to where it was in front of her desk. It opened up to reveal a projector. It hummed to life and the image of a strange creature appeared. He had gray skin, a beard, an elongated forehead and wide green eyes that had rectangular pupils.

"Who are you?" Tsunade asked with extreme curiosity.

"My name is Merlin," the projected creature said, "I am called a Galvin, but more to the point I know where the Uzumaki boy is."

"What?" Tsunade asked, "Where?"

"With me," the projection said, "He has willing become part of my experiment."

"What experiment?" the busty kage asked.

"You will see in due time," the projection said with a grin, "but first I suggest you not tell anyone of this. The last thing we need is information like this leaking out."

The blonde nodded and the projection faded. The orb closed and shot out the still open window. Tsunade sat in thought. She had a feeling that when the blonde came back that things would be very insane.

Back in Merlin's ship…

Naruto stirred. He groaned slightly as he felt some pain from all the injections. He rose up and found a brace on his arm that looked very complex.

"Hey Merlin," Naruto called gaining the Galvin's attention, "What is this?"

"Well," Merlin explained, "Until you gain mastery over your powers you will have to wear that so you don't have to worry about your DNA becoming unstable and falling apart."

The blonde paled and almost fainted.

"So how am I supposed to master my powers?" Naruto asked.

"Practice of course," Merlin said, "from what I estimate it will take about 1200 years to master your power."

"1200 YEARS?" Naruto yelled.

"Easy child," Merlin said, "an effect of the operation allows your body to regenerate aged cells. In essence boy you now have eternal youth."

"I'm eternally young?" Naruto asked, "Oh man I'm going to look like this for the rest of my life."

"Actually no," Merlin said, "You will retain the same looks when you are about sixteen or so. Given how you will age during training you should be quite the ladies magnet."

"Oh man," Naruto groaned, "I'm going to have fan girls."

"Now," Merlin said getting Naruto out of his funk, "Follow me."

The platform Merlin was on rose up and hovered out of the door to the lab. The two then went through this ship which, to Naruto seemed like a maze. Eventually they reached what looked like a large safe.

"This," Merlin said pointing to the machine, "Is a hyperbolic time chamber. In hear time moves much slower. One year in there is one day out here."

"I'm going to train in here?" Naruto asked.

"Yes," Merlin said, "there are multiple machines that will be able to train you to utilize your powers. In addition I also managed to get this."

He pressed a button on a console and a glowing blue cube about half his size came out.

"This is called a holocron," Merlin said as Naruto stared at the small cube, "in it I have stored the world's jutsu, as you call them. I managed to pick these up via my scanning drones. You will train with these also."

"Cool," Naruto said.

"Now boy," Merlin said, "Let your training begin."

The door to the chamber opened and Naruto stepped in.

"See you later old timer," Naruto said making Merlin sweat drop.

"See you in a few years boy," Merlin said as the door closed.

As the door closed he chuckled, "I like that boy."

Inside the time chamber…

Naruto looked around at the large empty space that would serves as his training area. He noticed that there were an abundance of machines that were supposed to be helping him train. He noticed a small dwelling area with a bed, a table with chairs, a refrigerator, and a shower.

"Uh hello?" Naruto yelled.

Suddenly the machines came to life. They all looked at the blonde who looked a little bit nervous.

"Subject: Naruto Uzumaki. Training protocol commence."

Outside the chamber Merlin sat down and grabbed a cup of, what the earthlings call, tea. He had to admit that it was a very nice drink for something made on a backwater planet. he heard explosions fro inside the chamber and knew that Naruto had started his training.

He grinned as he heard them. He knew that the ultimate life form was well under it's way to completion.

For the next three years Naruto trained in the hyperbolic time chamber. While inside he figured out the special abilities of shadow clones. The memories were sent back to the original upon dispersing. Unfortunately Naruto over used it once and wound up with the mother of all migraines. This also helped him when he learned the jutsu from the holocron. It didn't speed up his training in his alien powers however since most of them were physical and muscle memory didn't transfer. He had also become more logical over training as well. His crush on Sakura died. Why go after a girl who follows some stuck up jerk around like a lost puppy. He had also grown to dislike Sasuke. He used to see Sasuke as a brother, but he got out of that. What kind of brother drives an assassination technique through your chest?

Kyuubi also played a role in his training. The fox decided since Naruto knew the secrets of shadow clones he decided to teach him some demonic jutsu as well as some other things.

Now in the Hyperbolic time chamber a one figure stood amongst rubble and destroyed robots and machines. He was about 6 feet tall with spiky blonde hair. He had an athletic build that was seen though the training outfit he wore. It was black jumpsuit with white armor covering his chest with white boots and gloves. Imagine the armor Vegeta wore during the fight with Freiza on Namek. His face was devoid of baby fat and the whisker marks were faded. This was Naruto Uzumaki.

On his back was large black sword. It stood about as tall as he was and had the image of a scorpion at the bottom of the blade. Right where the blade met the hilt it formed a dark looking skull and two claws came out of the sides of the hilt. Naruto brought the sword to his arm where it was sealed into a tattoo that was the kanji for scorpion.

The blonde walked towards the door which was recently unlocked. He opened the door and stepped out. He grinned as he saw Merlin sitting across from him. The Galvin hadn't really changed in the centuries Naruto had been gone. Hyperbolic time chamber remember?

"Hey their old man," Naruto said making the Galvin groan.

"You can't call me that," Merlin said, "you're much older then me now."

"Yeah," Naruto said, "good point…shrimp."

The Galvin growled then he noticed a tattoo on his arm.

"What is that?" he asked.

"Oh something from the fox," Naruto said, "Turns out he's not that bad. He taught me some demonic jutsu and he gave me this sword. It was wielded by Scorpio a demon knight. He was killed by some other knight named Sparda. Fox also told me about my parents which means I'm going to have some choice words when I go back."

"So you have a demonic weapon," Merlin said, "Then I hope you don't mind me adding two more things to your arsenal."

The platform Merlin was on floated over to a table that had a cloth over it. Merlin grasped the sheet in his tiny hands and tore off the sheet. Naruto felt his eyes widen as he beheld two swords. The first was obviously made on earth. It was large katana. It's blade was black while the handle was white and had a diamond pattern on it. On the blade was the kanji for fire, water, earth, wind, and lightning. The second one was alien made. It was basically a large Zanbato like weapon. The handle was brown due to being wrapped in leather. The blade itself didn't seem to be anything special, but at the bottom of the blade it had a green circle that had a black hourglass symbol on it.

"What are these?" Naruto asked.

"Weapons to help you," Merlin said, "the first is the Elemental Blade. Focus your chakra into the kanji seals and the element is shot out of the blade. The second one is one of my making. If you focus the blade shines with energy and can enable you to cut through the toughest of metals. I call it the Omni-sword. Not really original, but it makes sense."

"Whoa," Naruto said, "I think I'm going to seal these up with my other sword."

Naruto reached into a ag and took out a think for making tattoos. He drew one for elemental and another for alien. Both of which held different spots on his arm. Sting, the one he got from Kyuubi, was sealed in his forearm. The Elemental blade was sealed into his upper arm and the Omni-sword was sealed in the top of his hand.

"Now then," Merlin said as Naruto finished sealing his swords, "I have some new clothes you can use. Come get me when you're done changing."

Merlin's platform floated out of the room to give Naruto some privacy. Naruto found the clothes and put them on. A few minutes later Naruto came out where black baggy jeans and ANBU style sandals. His shirt was blue. He wore a white trench coat that had the Omnitrix symbol on the back and green flames on the back. The trench coat also had it's sleeves torn off allowing Naruto free movement. To cover his tattoos he found a pair of white fingerless gloves to cover the one on his hand he decided to keep his upper arms bare since he didn't want to look too ridiculous.

He left the room and found Merlin waiting for him.

"Naruto," Merlin said, "before you leave I want you to do something for me."

"Okay," Naruto said, "What is it?"

"My little brother's device, the Omnitrix, is in the hands of a fifteen year old boy named Ben Tennyson," Merlin explained, "I want you to fight him and see which of you is stronger."

"Okay," Naruto said, "I wanted to test my powers on someone strong anyway."

"Good," Merlin said, "you'll drop down and find him. He usually hangs out at someplace called the groovy smoothie right about now."

"Got it," Naruto said.

The blonde walked into a pod and the door closed. The pod was then launched from the ship. Naruto held on for dear life as the pod shook meaning it had just entered the atmosphere. The pod then had three large fins come out and start spinning like propellers. This was obviously meant to slow down the approach.


Three teens sat at a table at the Groovy Smoothie. One wore a black shirt with a green jacket that had a white stripe on one side with the number 10. He wore blue jeans an white sneakers. He had brown hair and green eyes. On his wrist was a watch like device that looked rather complicated. The second was a girl. She was fifteen like the other boy. She wore a red shirt with a black vest and blue jeans with boots. Her hair was red and drawn up in a pony tail. The third and obviously the oldest in the group was tall and muscular. He had on blue jeans and black muscle shirt. Over a long sleeve gray shirt. His hair was cut short and his eyes were piercing. In order they were Ben Tennyson, Gwen Tennyson, and Kevin Levin.

Ben took a large gulp of his smoothie. He was silent for a moment then he let out a loud belch.

"Ben," Gwen scolded, "that's disgusting."

"Come on Gwen," Ben said, "it's not like their's no one around to hear me burp or anything."

"Besides," Kevin said, "it's not like there's anything else to do. Alien activity has been on an all time low. Plus I'm still sore from when you stuck me in that pod."

He was referring to when Ben Gwen and a few others stuck him in a pod to drain some energy out of him. A few months earlier he had touched Ben's device called the Ultimatrix. In so he became a chimera like monster made up of different parts of the aliens in Ben's device. He had done so to stop a monster named Aggregor who wanted to take the infinity power and use it to take over the universe. They had tracked him and tried to reason with him, but he didn't really comply. After a while they managed to catch him and turn him back to normal.

"Sorry man," Ben said, "but at least you aren't dead."

"Point taken," Kevin said.

At that moment a beeping was heard. All three turned to see the Ultimatrix beeping. The device then spoke in Ben's voice.

'Warning," the thing said, "Alien escape pod located entering Earth's atmosphere. Locaton: 2 miles due west."

"Let's go," Ben said as they piled into Ben's car and drove off.

A little later the three arrived at the crash site which turned out to be in a canyon just outside of town. They looked in curiosity at the alien pod. Slowly the pod opened and to their surprise a human stepped out. He was tall and was muscled. His hair was spiky and jutted out in multiple directions. His eyes were a deep cerulean blue that shone brightly in the sun. he had on black baggy jeans with black sandals, a blue shirt and a white trench coat that had the omnitrix symbol on the back and green flame on the bottom. He also had on white fingerless gloves and bandages around his forearms. He also had a strange symbol on his upper left arm. Gwen couldn't help but blush slightly as she saw the boy's face. Kevin noticed this and growled silently.

The boy shook his head and looked around and found the three teens.

"Which one of you is Ben Tennyson?" the blonde asked.

"That would be me," Ben said, "and you are?"

"Naruto Uzumaki," the blonde answered.

"That's a weird name," Kevin said.

"You're one to talk Levin," Naruto said making Kevin growl.

"So what do you want?" Ben asked.

"Simple," Naruto said, "I want to fight you."

The three were taken aback by what the boy wanted. Kevin recovered first and grinned placing his hand on the ground he activated his powers and absorbed some of the ground into his body turning him into rock.

"Sorry buddy," Kevin said, "but if you fight Ben you fight us too."

Gwen recovered next and lit up her energy. Naruto grinned a fox like smile at her and said, "Listen pretty lady. I don't want to hurt such a pretty face so why don't you just lower those hands."

Gwen's entire face turned red as he said this. Kevin growled again and charged at Naruto. The blode was ready however and dodged the boy's punch. He then followed it up with a strong punch of his own. The result was Kevin crying out in pain. He back up and Gwen and Kevin gasped as the saw spider web of cracks in Kevin's stone body. Kevin was distracted with this as well and then got nailed in the side of the head by a kick thrown out by the blonde in front of him. Kevin was sent flying and crashed into a tree.

"Kevin!" Gwen yelled and ran over to her fallen boyfriend.

Naruto shook his head. Then there was a green flash. Naruto turned to see in Ben's place was a large tiger like creature that had a large spike coming off it's wrist. It stood twice as tall as he did. Naruto noticed the omnitrix symbol in the middle of it's chest.

"Rath!" the tiger man yelled.

"You want to play big man?" Naruto asked throwing off his trench coat showing that he had a lot of muscle. Gwen blushed again and had to avoid having a nosebleed.

"Come on then!" Naruto yelled.

With that the two charge at each other.

Cliffhanger. I know, but hey I don't want to go too far in one chapter. Next time it's Naruto vs. Ben vs. Kevin just as soon as said boy wakes up from his little nap. Anyway next time we'll see just how much Naruto's training will pay off. Oh and in case you're wondering Naruto will be kick much butt in this show.