Ben 10 Season 1 Episode 8

Gwen: Ben, you heard the doctor. He's going to be fine. He's Grandpa.
Ben: I'm worried about him.
Gwen: I'm more worried about how some girl kicked Four Arms' butt.
Ben: Hey, heroes don't hit girls.
Gwen: Good to know. (punches Ben in the arm)
(Ben punches her back)
Gwen: Ow! I thought you said-
Ben: I'm not in hero mode.
Gwen: You okay? Normally, slugging me in the arm would make you feel much better.
Ben: You know, maybe if I went Upgrade, I could merge into those machines he's hooked up to and see if I can make him better.
Gwen: Ben, that won't work.
Ben: Okay, then. What if I went Ghostfreak? I could meld with him or something. I don't know. I just want to help him, you know.