- 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 their friends down to 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 their radio transmitter and prepare 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 them all.
The violent overthrow of the Earth Queen causes the entire city of Ba Sing Se to be overrun with looters and rioters in the Upper Ring of the palace and the entire city descending into chaos. Mako and Bolin stumble out from the palace, having been released from their cell by Zaheer, where they witness citizens stealing everything with none of the royal guards defending; 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 in time before it is too late, they need to commandeer an airship. They manage to get on board the last one to remain 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 nearly 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 devastated Lower Ring, Bolin notes that their family is within all the chaos on the ground. Mako commandeers the airship's controls to rescue them. They park the airship above their family's house as Bolin enters it to let them climb aboard. However, Yin stubbornly refuses to abandon her home where she raised her entire family, even ignoring Bolin's advice. Bolin has no choice but to carry her out, but before they escape, Yin grabs the portrait of the Earth Queen. Their 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 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 tracks that lead Misty Palms Oasis. As they arrive, Bolin instructs his family to split up and find Korra, but Pabu and Naga quickly spots them and they reunite with Korra moments after. 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. 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. The three quickly get to an awkward moment resulting in Asami breaking the silence to ask what happened to them.
Mako informs them that they were captured and later freed by Zaheer after he subdues the Earth Queen, to give them a message to Korra. Mako tells Korra that Zaheer and his companions intend on killing the new airbenders and are currently headed to the Northern Air Temple force Korra into turning herself into the Red Lotus. The only way to save Tenzin and the airbenders in time before Zaheer reaches them is to send a radio message. 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 Temple.
As they arrive at Zaofu, Su informs them that do they have a strong signal to the Air Temple, but no one is answering. Su 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. Su 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 meditate and visit the Spirit World, knowing that Zaheer liked to meditate there. Though Lin protests, she is certain that Korra will be all right and Asami volunteers to guard her. In the meantime, while Tonraq helps Su 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 troubled and Korra tells him of 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 his nephew as he was once Aang's adviser. 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.
Zuko, preparing to return to the Fire Nation to protect his daughter, informs her that Aang would have done everything – possibly even sacrifice himself – to protect the Air Nation and his people despite his duty being to the world. Korra thanks Zuko for his guidance and tells him that his uncle was right about him. Suddenly, Mako informs Korra they finally made contact with the Air Temple. Meelo is on the other end, stifling efforts in contacting Tenzin; he only responds after she orders him.
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 has arrived. Tenzin goes to warn the inhabitants to evacuate immediately by going toward the stable where the bison are kept. Tenzin orders Bumi to round everyone up immediately, but the airbenders become cornered, including Tenzin's family. They are gathered in the courtyard when Zaheer informs them that they will be given the privilege of their freedom if they cooperate to the exchange of the Avatar. He also offers Tenzin his compliments, finally being in the face of a true airbending master. Tenzin refuses, even though he does not have a choice and attacks Zaheer and his companions. 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 impacted by P'Li's bending, he tells them to stay out of her line of sight.
Meanwhile, 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. Kai decides to distract P'Li to buy some time for the airbenders to reach the stable. He manages for a while, even landing an attack on her, but he gets bombarded by P'Li and plummets mid-air, as Jinora watches in tears. The airbenders soon become trapped after P'Li scares off the remaining bison.
Simultaneously, Kya and Bumi are not faring well. Bumi can only dodge Ghazan's attacks and ends up wrestling with him, even biting the man's shoulder. Kya doesn't fare well, as the waterbender ends up being disarmed by her opponent and are thrown off a cliff with her brother. Bumi manages to grab a hold of a branch and catch his sister, but P'Li has them in her sights and is about to fire. Kya orders 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 gets a direct shot.
Bumi lets go and they both plummet downward and get battered by rocks and branches, still alive but unconscious. Tenzin is the only one remaining now. He battles Zaheer throughout the temple and even manages to knock the man down three times, remaining untouched himself. He goes to launch a 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 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, he shall never let the Red Lotus take Korra. Tenzin attempts in vain to attack Zaheer but is then hit for the first time by the airbender instead. Zaheer and his companions relentlessly overpower Tenzin by beating him up simultaneously.
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 commanding 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 (last appearance)
- 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: (last appearance)
- 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".
- 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.
- 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.
- 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.
- This is the first time Meelo is seen flying on a glider by himself.
- The way Bumi hung on 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"; in the end, they too had to let go in order to save themselves from an attack and made it out alive.