- This article is about the eleventh episode of Book Three: Change. For the machine from the Avatar: The Last Airbender video game, see Ultimation.
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While Ba Sing Se erupts in chaos, Mako and Bolin commandeer an airship and set course for the Si Wong Desert to find Korra and Asami. While flying over the Lower Ring, they stop to take their family with them, saving them from the fire that is consuming the city. They eventually track down their friends at the Misty Palms Oasis, where they reunite and relay Zaheer's message: Korra in exchange for the survival of the Air Nation. In an attempt to warn Tenzin of the Red Lotus' approach of the Northern Air Temple, Team Avatar heads back to Zaofu to use the radio transmitter and prepares for takeoff toward the temple. The warning comes too late, however, and the Red Lotus manages to capture all the temple's inhabitants. Tenzin, Kya, and Bumi try to fight off Zaheer, Ming-Hua, and Ghazan respectively, but are eventually overpowered. Although Kai nearly sacrifices himself to help the airbenders reach the bison stables and escape, P'Li manages to corner all of them.
The violent overthrow of the Earth Queen causes the entire city of Ba Sing Se to be overrun, descending into chaos as the citizens begin looting and rioting. Mako and Bolin stumble out of the palace, having been released from their cell by Zaheer, where they witness citizens stealing everything, even entering the palace to find items of worth. None of the royal guards trying to stop them; instead, they join the citizens and help them loot all the wealth and art contained in the palace. Despite this, Mako and Bolin choose to follow through with Zaheer's order and inform Avatar Korra of the airbender's message before it is too late. To find her in the middle of the desert, they need an airship. They manage to board the last one on the ground, but find people ripping apart the controls. Bolin gives directions to a random room in the palace, supposedly where the Earth Queen's gold is stored, and the people quickly leave the cockpit. The earthbender takes control of the airship and, although he drives it into the ground at first, he manages to get them airborne. While flying over Ba Sing Se, the brothers look down at the city as it is consumed by fire and chaos.
As the two fly over the chaotic Lower Ring, Bolin notes that their family is among all the carnage on the ground. Mako takes the controls from Bolin, certain he can fly better than his brother. They touch down on the roof of their family's house as Bolin enters it to let them climb aboard. However, Yin stubbornly refuses to abandon the home where she raised her entire family, even when Bolin tries to persuade her. He has no choice but to carry her out, but before they escape, Yin grabs the portrait of the Earth Queen. The entire family manages to escape just as their house is destroyed by the fire and they fly out of the city.
Mako tells his family to help him find Korra in the Si Wong Desert and track where the airship carrying her had crashed. By the time Tu locates the wreckage, most of the family has become bored of searching; however, they pick up slightly at the news. Bolin notices some tracks that lead away from the wreckage. They follow them to the Misty Palms Oasis. As they arrive, Bolin instructs his family to split up and find Korra, but Pabu and Naga spots them almost immediately after, and they reunite with Korra and Asami. Bolin is ecstatic to be reunited with Pabu and begins kissing him, much to his grandmother's confusion.
Tonraq, Lin, and Lord Zuko quickly emerge from the tavern. Mako and Bolin are excited to meet Zuko, while Yin mistakes Asami as the Avatar. Mako corrects his grandmother that the Avatar is Korra, prompting Yin to ask Mako why he is not dating either of his beautiful friends. It descends into an awkward silence before Asami breaks it to ask what happened to Mako and Bolin.
The firebender informs them that they were captured and later freed by Zaheer after he had overthrown the Earth Queen, and told them to relay a message from the Red Lotus to give to Korra. Mako tells Korra that Zaheer and his companions are headed to the Northern Air Temple with the intention of wiping out the new airbenders – all a ploy to get Korra to turn herself in to the Red Lotus. The only way to save the airbenders is to send a radio message to Tenzin. Lin states that Zaofu has the strong radio transmitter that they would need to reach the temple and they radio the Metal Clan to contact and warn Tenzin of the oncoming threat to the Air Nation.
As they arrive at Zaofu, Suyin informs them that they have a strong signal to the Air Temple, but no one is answering. Suyin begins to worry about Opal, but Lin calms her down by telling her that everything is going to be all right. Korra grows impatient when they try to contact Tenzin again and receive no answer. Suyin recommends sending an airship filled with Zaofu's full force security to back-up Tenzin and the airbenders; however, they realize airship would never make it in time. Korra suggests that she meditates and visits the Spirit World, knowing that Zaheer likes to do the same. Though Lin protests, she is certain that Korra will be all right and Asami volunteers to guard her. In the meantime, while Tonraq helps Suyin ready the airship, Mako and Bolin keep in touch with the radio to wait for a response to be heard in the Air Temple, while Yin takes a nap.
Korra begins her meditation and enters the Spirit World and calls out for Zaheer to face her. She sees a silhouette nearing her and assumes it is Zaheer, but is surprised to see Iroh. Korra asks him why he is there, to which Iroh says that he was just looking for a new teapot for his collection, but instead he stumbled upon Korra. Iroh asks her why she looks so troubled and Korra tells him about the situation in the physical world. She does not know what to do and just wishes to ask her past lives for guidance. Iroh advises her to talk to Zuko as he was one of Aang's closest friends and advisers despite their rocky start. Korra is thankful for Iroh and before she leaves she tells him that she was glad to see him instead of who she was actually looking for. Korra returns to the physical world to talk to Lord Zuko.
Korra finds Zuko, preparing to return to the Fire Nation to protect his daughter. When Korra asks him for help, he tells her that he often advised Aang and that he would love to do the same for her. He informs Korra that rebuilding the Air Nation was Aang's biggest dream, and that he would have done anything to protect the new airbenders. But when Korra asks if he would have given himself up, Zuko also remarks that in troubled times, Aang knew better than anyone that the world needs the Avatar. Korra thanks Zuko for his guidance and tells him that his uncle was right about him. Zuko is surprised to learn that Iroh is in the Spirit World, when suddenly, Mako informs Korra they finally made contact with the Air Temple. Meelo is on the other end, and Bolin just cannot talk sense into him. He only goes to get Tenzin when Korra orders him to do so - military style.
As soon as Tenzin answers, Korra warns him of an imminent threat headed to their location. They discovers that it is too late, as Zaheer had already arrived. Tenzin goes to warn the inhabitants to evacuate immediately by going toward the stable where the bison are kept. Tenzin orders Bumi and Kai to round everyone up immediately, but the airbenders are cornered by the Red Lotus, including Tenzin and his family. They are gathered in the courtyard when Zaheer informs them that they will not be harmed if they cooperate. He also offers Tenzin his compliments, finally being in the face of a true airbending master. Tenzin realizes he and the other airbenders are being used as leverage to get to Korra and turns down his offer. Zaheer says they do not have a choice, but Tenzin disagrees and attacks the Red Lotus. While they are down, Tenzin orders Jinora to lead the airbenders to safety while he, Bumi, and Kya help keep Zaheer, Ming-Hua, and Ghazan at bay. After almost being shot by P'Li's combustionbending, Tenzin tells the other airbenders to stay out of her line of sight.
Tenzin, Kya and Bumi begin the fight with Zaheer while Jinora and the other airbenders try to cross a bridge toward the bison, but are blocked by P'Li and her combustionbending; each time they try to go forward, she fires at them. Back at the courtyard, Tenzin and Zaheer are fighting each other and seem evenly matched: they use their airbending to help them scale the wall, but Tenzin, being a master opposed to Zaheer's impressive martial arts skills, does manage to gain the upper hand in the fight. Kya is fighting Ming-Hua, but is struggling to hold her own against the more nimble and battle-hardened criminal. She does manage to blast Ming-Hua off the edge of the balcony, but is shocked to see the armless waterbender there, now holding herself up with six tendrils. Bumi is absolutely no match for Ghazan. He can only dodge the lavabender's attacks, ultimately resorting to wrestling and even biting, but still loses out to Ghazan. Standing back to back, Kya and Bumi realize that they are fighting a losing battle.
Kai decides to distract P'Li by flying around on Daw's glider to buy some time for the airbenders to reach the stable. He manages to do so for a while, even landing a blow on her, but he gets shot by P'Li and falls out of the sky, as Jinora watches in horror. The airbenders soon become trapped after P'Li scares off the remaining bison. Bumi and Kya are forced to the edge of the balcony, but are thrown off. Bumi manages to grab a hold of a ledge and catches his sister, but P'Li has them in her sights and is about to fire. Kya tells Bumi to let go as, despite the chances of falling to their deaths being significant, they know they will be instantly killed if P'Li scores a direct hit. Bumi lets go and they both plummet down and get battered by rocks and branches, still alive but unconscious.
Tenzin is the only one still in the fight. He battles Zaheer throughout the temple and his experience as an airbending master pays off, because Tenzin continuously has the upper hand in the fight. He goes to land the final blow while the Red Lotus member is on the defensive, only to be blasted by P'Li. He manages to fend off the entire Red Lotus team but is soon attacked successfully and becomes severely injured. He becomes cornered and attacked by all four of them and although he is wounded and exhausted, he refuses to surrender. Zaheer tells him to quit – that he has no chance of taking them all down – but a battle-weary Tenzin confidently tells them that as long he is still breathing, it's not over. Tenzin attempts to attack Zaheer but to no avail and is instead blasted by the airbender. Zaheer and his companions relentlessly overpower Tenzin by collectively battering him.
Meanwhile, it is revealed that Kai is still alive after his foot caught itself on a branch, breaking his fall, and is awoken by a baby sky bison. He thanks the bison and, after commandeering it, they fly back toward the temple.
- Janet Varney - Korra
- David Faustino - Mako
- Seychelle Gabriel - Asami
- P. J. Byrne - Bolin
- J. K. Simmons - Tenzin
- Henry Rollins - Zaheer
- James Remar - Tonraq
- Mindy Sterling - Beifong
- Richard Riehle - Bumi
- Lisa Edelstein - Kya
- Anne Heche - Su
- Kiernan Shipka - Jinora
- Jeff Bennett - Radio broadcaster
- Skyler Brigmann - Kai
- Greg Cipes - Tu
- Dee Bradley Baker:
- Grey DeLisle-Griffin - Ming-Hua
- Maria Bamford - Pema
- Logan Wells - Meelo
- Peter Giles - Ghazan
- Carlos Alazraqui:
- Radio operator
- Royal guard
- Susan Silo - Yin
- Greg Baldwin:
- Bruce Davison - Lord Zuko
- Main article: Transcript:The Ultimatum
- Iroh telling Korra that "you always seem to find something you don't know you were looking for" mirrors his wisdom to his nephew in "The Waterbending Scroll", where he says "the only thing better than finding something you are looking for is finding something you weren't looking for".
- The airbending move that Tenzin uses to knock Zaheer, Ming-Hua, and Ghazan against the walls of the foyer is the same technique Daw used on the Metalbending Police Force in "A Breath of Fresh Air".
- Kai disregarding his own safety to buy time for the other airbenders to escape is similar to Lin's actions against the Equalists in "Turning the Tides".
- Kai being shot down by P'Li is similar to Aang being shot down by Azula in "The Crossroads of Destiny"; both cases involved a female firebender using a sub-skill of firebending to shoot down a male airbender while their female love interest watched in horror.
- Aang remained close friends with Zuko for the rest of his life and often turned to him for advice.
- When Korra wakes up from meditating, the front of Asami's jacket is entirely black, with only the rims being red, whereas her jacket normally has more red accents on the front. The Future Industries insignias are also missing from her shoulders.
- When Ming-Hua is threatening to kill Opal and the angle moves to an overview shot from behind Kya and Bumi's back, Daw is suddenly standing to the left of Kya, which should not be possible as he was, at that moment, being detained by Ghazan.
- In some scenes during Tenzin and Zaheer's conversation, Tenzin's cape is missing its pin.
- When Zaheer, Ming-Hua, and Ghazan are initially blasted away by Tenzin, Zaheer is holding his staff in his left hand. In the next shot, as Zaheer hits the wall of the temple, he is holding his staff in his right hand.
- Before Zaheer jumps on the first house on the wall of the temple while dueling Tenzin, the rims of the house are blue. After the camera changes to an overview shot, the rims are yellow.
- During Ghazan's fight with Bumi, Ghazan creates a small pool of lava on the floor, though when Bumi slides underneath him and jumps onto his back, the pool has disappeared.
- This is the first time Meelo is seen flying on a glider by himself.
- This is the first time in either series where two airbenders are shown fighting each other.
- One of the airbending moves that Tenzin uses during his fight with Zaheer is similar to the one Aang performs in the opening sequence of The Legend of Korra.
- The way Bumi hangs onto the branch to save Kya is similar to how Sokka hung onto the Fire Nation airship to save Toph in "Sozin's Comet, Part 3: Into the Inferno"; he was also ultimately forced to let go in order to avoid an attack.