Upon eavesdropping on a conversation between Rarity and Twilight Sparkle, Spike discovers what his "true love" really thinks of him, and after reminiscing on his thoughts about it, he slowly begins to drift away from his friends. With sorrow and despair in his heart, Spike runs away from home, and runs into an old enemy that tries to help him out.

However, after realizing what she has done, Rarity begins to realize and discover that she has feelings for Spike after all, but can she save him before it's too late?