There isn't much we haven't seen Britney Spears do over the years, but it's rare that she lets cameras see her cry.

That all changed during auditions for The X Factor last weekend in San Francisco, where Britney teared up when a man named Don Phillip hit the stage, according to People Magazine. Britney and Don hadn't seen each other in over 10 years since they recorded a duet on her debut album!

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Britney recognized Don immediately when he stood in front of the judges, but things took an emotionally charged turn when he came out as being gay. "At the time I didn't think I was worthy," he told Britney. "I didn't think you thought it was okay that I am gay." Her response? She was totally fine with it.

Although Britney was shaken by the reunion and conversation between the two, she reportedly handled it like the pro that she is. "She handled it unbelievably well and really stepped up to the situation," said a source. "It was probably the most personal and emotional situation for her that's happened so far on X Factor, and she took it totally in stride in front of a live audience of thousands." Looks like Britney was more than qualified to be a judge after all!

Do you hope Britney's friend makes it through the auditions?

Photos courtesy of Fame Flynet