addresses the question how one develops the correct (or incorrect) thought and feelings, a crux in Aristotelian scholarship, and how exactly thought and feeling become interdependent in the good person. When Aristotle says that thoughtfulness (phronēsis) comes mostly by teaching and that virtue of character comes by habituation, it may sound as if there are two processes taking place separately, one in relation to thinking and one in relation to feeling, with the process in relation to feeling coming first. I disagree, and show how virtues of thought like comprehension (sunesis) and consideration (gnōmē) emerge in habituation along with the correct feelings. I also discuss how one may become bad, using the case of Neoptolemus in Sophocles’ play Philoctetes, discussed by Aristotle in Nicomachean Ethics VII, to show how a young person’s thought and feeling can become interdependent even if they are thrown off track by pernicious influences like those of the lying Odysseus in this play. Finally, I argue that shame is not a separate stage in moral development.