"Go way Twilight Sparkle." sniffed Starswirl, "I just want to be alone." Twilight did not know what to say. She was never really good at consoling other ponies. So she left him alone. She walked down her stairs, going to help Fluttershy do first aid on Shining Armor and check Rainbow for concussions. "This is all my fault." said Starswirl to nopony. "Why am I such a failure?!" He sat and sulked, an hour or two had passed, until he heard a knock.

"Starswirl?" It was Twilight Sparkle. "Let me in. I brung you something."

"What is it?" asked Starswirl, wiping his tears. "What do you want?"

"Spike and Princess Luna made you some soup. Tomato and sapphire. Luna said you would love it and Spike's is the best. Or so I'm told." replied Twilight.

Decisions, decisions. On one hoof, Starswirl loved tomato and sapphire soup. On the other, he would have to talk to Twilight. Eventually the hunger won over, and he let her in.

"Are you ok?" asked Twilight worriedly as Starswirl slurped up the soup.

"Well, if by 'ok' you mean depressed, worthless, and ready to give up, then yes I am very ok." he said sarcastically.

"Why were you crying?" asked Twilight, "I-I mean why are you so upset?"

"Nice save, Twilight Sparkle." said Starswirl, "I know you heard me crying. To answer your question, I would have to tell you a little story. Sit down, my dear."

Twilight took a seat on the floor across from Starswirl, eager to learn about her idol's past. "This story" said Starswirl, "Begins thousands of years ago, back when I was in the Magic Academy. I was not the best at making friends. I stood to myself and studied everyday. I always got top marks. But despite all my perfections, I had one flaw. I was a bit of a bully. When ever I didn't get my way, I would pick on ponies I could beat, which was all of them. At least, that was until your princesses showed up."

"Celestia was already in the class. I just never paid much attention to her." he continued, "It wasn't until Luna showed up that I started to notice her. One day, at lunch, Luna accidentally spilled milk on me. So I did the logical thing. I shoved her to the ground and took her lunch. Then, out of nowhere, Tia hooked me in the jaw. Chipped 3 teeth. It was then I marked them as enemies for life. Or so I thought. We fought for years. I came up with a nasty rhyme about her, and gave her the nickname 'Loony Luna'. Then one day in combat class, she approaches me. Naturally, I taunted her, told her to get her blank-flank out of there. She refused and challenged me to a duel. When I refused, she said that she would give me all the bits in her saddlebags if I won. That was a lot of money."

"When I asked what would happen if she won, she said I would have to go on a date with her. I didn't worry myself because I couldn't lose. That was one of the only times I was incorrect. She kicked my ass. So I went on a date with her. Then another. And another. I became friends with her and Tia. We went all over the world, Saddle Arabia, Trottingham, even Tartarus. Then without warning, she dumped me. No reason at all. She just said that it was for the best, and that she hoped we remained friends. We did, we were best friends at that. But then me and Tia drew closer together. We started dating right before we became alicorns. Then I started to meddle in dark magic." said Starswirl, his voice cracking, "I started to think thoughts, horrible thoughts, jealous thoughts. I attacked Discord and eventually the princesses. I tried to take over Equestria. That's what the spell you finished was for. Then I transformed, attacked the Crystal Empire and was banished. Do you understand now Twilight?" asked Starswirl. "All this is all my fault. If I were better at making friends, I wouldn't have been so bitter and angry."

"No. It wasn't your fault." said Twilight. "It was the dark magic. It influenced your thoughts."

"That's not how that magic worked." said Starswirl grimly, "It merely egged your thoughts on. I already had them. The magic just made them surface faster. To think, this all could have been avoided if I were better at making friends. If I would have just… asked for… help." said Starswirl, an idea forming in his head. "Twilight, you might want to pay attention. I am about to be brilliant."

"What?" asked Twilight excitedly, "Do you have an idea?"

"Your good at making friends, right?" asked Starswirl. Twilight nodded her head in confirmation, confused as to where he was headed. "Good." said Starswirl. "We are going to need it. You're not going to like the plan, though."

"Well, what is it?!" asked Twilight in anticipation.

"How loving are you towards your enemies?" asked Starswirl, with a sly grin. Twilight's face changed from confusion to horror as she realized where they were going.

"We are going to see Queen Chrysalis." said Twilight weakly. "Shining Armor is not going to like this."