|"Zaofu is ours!"|
|— Kuvira proclaiming her victory.|
The fall of Zaofu was the final battle of the formation of the Earth Empire that took place in the area controlled by the city state of Zaofu. It was fought between the military of the Earth Empire and Zaofu, commanded by Suyin Beifong, matriarch of the free city. The battle was considered a major victory for the Earth Empire, marking the fall of the last resistance against them within the former Kingdom.
Enemy at the gates
After annexing the state of Yi, Kuvira's army marched onto the final place of resistance, Zaofu. Arriving at the home of the Metal Clan, the army made camp at its gates, where they would give the city twenty-four hours to surrender. During this time, Bolin's loyalty to Kuvira wavered and he deserted together with Varrick and Zhu Li in three mecha suits. Their escape had not gone unnoticed, however, and Baatar Jr, together with two soldiers, gave chase. After a fierce battle, he managed to force the deserters to surrender and brought them to face Kuvira.
As her city feared annihilation, Suyin developed a daring plan to save her city from destruction. She and her twin sons would infiltrate the camp and kill Kuvira in a sneak attack. The plan eventually failed and led to them being captured. At dawn, the army assumed battle formations in order to invade the city if the remaining leaders would not surrender. However, when Korra declared she would intervene, Kuvira and the Avatar faced off in single combat to decide the fate of Zaofu, which the army commander eventually managed to win due to Korra still suffering from hallucinations. As Kuvira moved in to finish her off, she was blown back by Jinora and Opal. Considering their intervention broke the peace agreement, Kuvira ordered her troops to attack, though they were held at bay by a powerful whirlwind created by the two airbenders. They were eventually saved by the intervention of Meelo and Ikki, who saved them on Pepper.
After Korra failed to win the duel against Kuvira for the fate of Zaofu, the military commander annexed the city to her empire and decorated its buildings with her banner. She demanded everyone to bow down and pledge their loyalty to her in order to be treated fairly as citizens of the Earth Empire, lest they would be imprisoned as traitors. Left with no other choice, the citizens bowed in fealty with the exception of Bataar Sr. and Huan, resulting in Bataar Jr. furiously denouncing them and ordering their arrest. Intending on distributing Zaofu's wealth over the kingdom, Kuvira ordered the metal protective barriers to be dismantled.