After a spectacular failure, Star Swirl the Bearded comes out of retirement in the founding days of Equestria to guide two young apprentices, Clover the Clever and Lily the Lovely in the ways of magic. As he struggles to help the young students learn the details of their gifts, the three of them face some of the greatest threats in Equestrian history. Though Star Swirl serves as their mentor and tutor, he discovers more about himself than he ever imagined possible by facing the sins of his past and struggling to see they are not repeated.