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"Enemy at the Gates" is the fifth episode of Book Four: Balance of The Legend of Korra and the 44th of the overall series. It was released online on Nick.com and through the Nick app on October 31, 2014, and aired on Nicktoons on December 5, 2014.


Kuvira marches her entire army to Zaofu to coerce Suyin into surrendering the metal city to her, not wishing to take it by force. Suyin refuses, however, despite repeated warnings from both Kuvira and Korra, who has traveled to Zaofu with Jinora, Ikki, and Meelo. Meanwhile, Varrick's conscience begins to trouble him as he continues his work on spirit vine technology, and he briefly refuses to develop it further until Kuvira threatens to kill him. After a confrontation with the Beifong clan, Bolin again begins to question Kuvira's methods, leading him to join forces with Varrick and Zhu Li in an attempt to escape. They are apprehended by Baatar Jr., however, and while Zhu Li pledges her loyalty to Kuvira, Bolin is sent to a reeducation camp, and Varrick is forced to continue his experiments. Korra tries to talk Kuvira out of taking Zaofu, but Kuvira gives Korra the job of talking Suyin into surrendering Zaofu. When she returns to talk to the matriarch, Korra learns from Baatar that Suyin and the twins have sneaked out to face Kuvira directly.


Kuvira's complete army

Kuvira moves her entire army to the gates of Zaofu.

As morning breaks, the Earth Empire marches its way up the wide valley housing the city of Zaofu, the force's airships, mecha suits, and tanks all moving in impeccable formation. A guard, overlooking the still dormant city from a crowsnest, spots the army at the far side of the valley and radios in the imminent danger. Suyin, Baatar, Wei, and Wing quickly board a train to the front of the city, from which they have a vantage point over the valley. Baatar proposes contacting President Raiko in hopes of receiving assistance from the United Forces. As Suyin looks out the window of the train at the horde of soldiers below, she dismisses the effectiveness of the idea, as nobody would reach the city in time now that Kuvira has already arrived.

On Kuvira's train, Baatar Jr. expresses his excitement over finally uniting the Earth Empire. Kuvira tempers him, however, reminding him that securing his hometown will not be like every other city. Baatar Jr. bitterly denounces Zaofu as his hometown and declares his readiness to conquer the city by force. Kuvira shoots down the idea of a hostile takeover, explaining that, with the eyes of the world on them, they will need to find a diplomatic solution. She intends to entrust Bolin with that task, reasoning that Suyin trusts him and will listen to what he has to say.

Somewhere over the Earth Kingdom, Jinora has set Pepper on a course for Zaofu though questions the Avatar's plan, saying that Tenzin wanted Korra back in Republic City. Korra dismisses the argument, stating that if Kuvira is headed to Zaofu, so will she, as both Kuvira and the world need to know that the Avatar has returned. Meelo is ecstatic by the prospect of seeing Korra fight again, but much to his disappointment, she lets him know that she plans to negotiate with Kuvira, whom she believes will be open to talking due to her past as a Zaofu guard as well as the savior of Tonraq.

Spirit vine energy blast

Varrick's spirit vine experiment overloads, causing a massive blast of spirit energy that destroys the back of Kuvira's train.

On the last car of Kuvira's speeding train, Varrick and Zhu Li tape their experiment, which Varrick introduces to the camera as "Spirit Vine Experiment 3-02". Upon his order, Zhu Li brings him a stasis capsule with a fragment of spirit vine within, which he places inside a machine. As Zhu Li finishes connecting the capsule to the machine, Varrick pulls a lever, powering it up, and explains that he believes spirit vines to be a material form of pure, unstable energy, which he aims to transfer into a battery using electrical currents, reverse magnetic polarity, and another phenomenon he has dubbed "the Varri-effect". With the sample of vine crackling with energy, Varrick returns to his machine and excitedly notes that the experiment is working, quickly harvesting several "varricks of power". As soon as it garners more than seven varricks, however, the energy from the vine overloads the machine; its components begin to crack and shatter, and a blast of escaping, arcing energy throws Zhu Li against a wall. Diving out of the way, Varrick orders Zhu Li to shut the machine down and crawls toward the camera, which he had accidentally knocked down. Zhu Li pulls the lever to power down the machine, but the contraption fails to respond. Seconds later, the battery explodes, releasing a blast of pure energy through the back wall of the train, violently shaking the last several cars. Varrick and Zhu Li are thrown backward toward the gaping hole in the train; while Varrick slams into a piece of the wall, stopping him, Zhu Li tumbles out of the railcar though manages to grab the edge of the floor to keep from falling to her death. As she dangles over the tracks, Varrick tries to pull her to safety. Failing to do so, he blames her, over the roar of the train, for being too heavy. Zhu Li shoots back that it is he who is too weak and orders him to pull harder. With great difficulty, Varrick finally manages to pull her back onto the train, throwing them both backward. Zhu Li, off balance, lands onto Varrick, and the two look into each other's eyes. Her voice laced with emotion, she quietly admires Varrick for saving her. Softly cupping her face, Varrick declares, with the same deep emotion as Zhu Li, his action to have been evident and guides her to look at the damage around them, roughly announcing that he needs her to help him clean. Pushing her off him, he orders her to grab a broom, and she glares at him in frustration.

Kuvira threatens Varrick

Kuvira threatens to kill Varrick by dropping him on the tracks if he refuses to continue working on weaponizing the spirit vine energy.

Kuvira and Baatar Jr. enter the car, asking what happened. Varrick informs them that they were not attacked but "spirit-vined" though assures them not to worry as he is ceasing work on the project and turns off the machines. Kuvira tells him to continue his work, asking him if he knows the potential power of the technology. Varrick answers that he is fully aware of it, citing it as the reason for his objection, worrying about the possibility for it to fall into the wrong hands. Baatar Jr. asks him when the well-being of others began to matter to him, and Varrick agrees with him that it is an out of character development for him: before, he would look at a project and only be concerned with its monetary potential, though presently, he admits to having strange feelings inside as if he is concerned for others. In addition, a voice in his head is constantly telling him what is right from wrong. Zhu Li explains it is his conscience, but Kuvira tells him she is the other voice in his head, one telling him to continue with the project. Varrick remains adamant that he will not, but before he can finish his sentence, Kuvira metalbends his metal shoulderplates around his neck and floats him out of the train through the hole. As he dangles in midair, she tells him that a voice in her head is telling her to drop him on the tracks and asks him if she should listen. Varrick, begging for his life, disregards the voices as liars and, with vehement desperation, assures her that he will continue the project. Kuvira smiles and throws him back inside the train, tossing him to the floor. Zhu Li rushes to Varrick's side, and they both stare angrily after the retreating forms of their superiors.

Hiroshi and Asami

Hearing her father admit he is proud of her and deem her his greatest achievement, Asami is overcome with tears.

In Republic City, Asami visits her father in prison. Surprised to see her there, he sits down at her table, across from his daughter. Asami, who has a small stack of unopened letters in front of her, slides them over to Hiroshi, clarifying she is only there to return them, and tells him to stop trying to contact her in any way. As she stands to leave, Hiroshi begs her to listen to him one final time, after which he will never contact her again. Asami sits down again but does not look at him, and Hiroshi says that he cannot forgive himself for all his horrible actions and does not expect Asami to do so either. He recognizes that he tore their family apart and destroyed their good name but notes that, as he retrospects on "a life of regret", she is the only thing that makes him smile. He tells her he is proud of her and that she is "the greatest thing [he] ever created". As tears roll down her face, she silently stands and leaves.

Back in Kuvira's train, Bolin is wondering why he was brought before Kuvira and Baatar Jr.. The former tells him they want him to be a part of their "inner circle". Bolin is ecstatic about the news but, reeling in his enthusiasm, asks what it means exactly. Kuvira explains that it means he has proven his worth and asks him to persuade Suyin to join the Earth Empire. As Bolin assures them he can do it, Kuvira bends the armored plates on the car's windows open, revealing to him the army massed in the valley. When Bolin inquires as to whether a show of force will send the wrong message, Kuvira counters by saying that the army is meant to project strength, while he is there to present peace.

Suyin opposes Kuvira

Suyin assures Kuvira that Zaofu will never accept her at its leader.

When they enter Suyin's office, the Beifong clan is waiting for them, not one of them pleased to see Kuvira, Baatar Jr., and Bolin. By contrast, the latter is happy to see his girlfriend, but she spurns him angrily, saying that he has chosen his side. Bolin's attempts to ease the palpable tension by claiming that there should be no sides fall utterly short, and Suyin turns her attention to Kuvira, stating that she will not give up Zaofu, regardless of the army outside her walls. Kuvira tries to convince her the army is not here to threaten her but rather to show her what she and Baatar Jr. have accomplished. Addressing their son, Suyin states that everything he has done with the Earth Empire goes against what she and Baatar Sr. tried to teach him, and Baatar Sr. adds that he belongs in Zaofu. Much to his father's shock, however, Baatar Jr. expresses bitterness at the thought of returning to live in Baatar's shadow. Suyin claims that Kuvira has brainwashed him, but Kuvira laughs this away, saying that she set Baatar Jr. free so he could accomplish more than he ever would have if he had stayed with his parents. In attempt to break the tension, Bolin urges everyone to let go off their painful past and focus on the future, which he describes to be bright; he regales them with his experience regarding a town he visited a month prior, which lacked any luxuries but now had access to cars, running water, and a magnet train due to the intervention of the Earth Empire troops. Opal angrily interjects that, while the people may be happy with their liberators initially, they are forced into slave labor the moment the bulk of the army moves on, and those who dissent are sent to prison camps. Bolin counters that her assertion is wrong, expressing full confidence in the ability of Kuvira and her army to make the Earth Empire a better place. Suyin ignores his claim, further berating Kuvira for trying to use Bolin to convince them to surrender. Infuriated, she orders Kuvira to leave, reiterating that Zaofu would never accept her as their leader. Deeply displeased by the refusal, Kuvira issues an ultimatum, much to Bolin's shock: Suyin has twenty-four hours to willingly join the Earth Empire or the city will be taken by force.

Meanwhile, Pepper has finally reached Zaofu. Looking down on the scene below, Meelo announces to the group that they have arrived, along with "a bunch of other people". Korra worries that they have come too late to help. After landing, she and the three airbenders rush to Suyin's office, where the matriarch of the Metal Clan hugs Korra, relieved to see her again, wondering where the Avatar had disappeared to. Korra gently brushes the pleasantries aside and asks if there is anything she can do to help her stop Kuvira.

Inside Kuvira's tent at the army camp, Bolin asks Kuvira if she was bluffing about attacking Zaofu, to which she responds that alternate methods must sometimes be used to convince the uncooperative. Cowed yet suspicious, Bolin asks how many times these "other ways" have been used, only for Kuvira to deflect the inquiry. He nonetheless presses the issues, asking what really happens to all the towns and villages after they leave, as he realizes that he has never gone back to ever check on them. Kuvira asserts that those people are her loyal subjects, contributing to the Empire however she sees fit. She adds that, as a member of the inner circle, he will need to accept some hard truths, causing him to doubt his aptitude to be part of that circle. When he suggests they leave Zaofu alone, which will successfully end their campaign as the rest of the Earth Empire has already been effectively reunited, Kuvira angrily advances on him, questioning his loyalty and even considering sending him to a reeducation camp. Panicking, Bolin quickly reaffirms his loyalty, though his panicked salute fails to impress Kuvira.

Kuvira attempting to convince Suyin

In a flashback, Kuvira tries unsuccessfully to persuade Suyin to lead the stabilizing of the Earth Kingdom.

In the Zaofu courtyard, Korra asks Suyin what tore her and Kuvira apart, as she thought Kuvira was the matriarch's protégé. Wistfully admitting that Kuvira was more like a daughter to her, Suyin recounts their story to Korra: She had given Kuvira a place in the city when she was only eight and nourished her talents. Smart and a natural leader, Kuvira quickly rose through the ranks, eventually becoming the captain of Suyin's security detail. Suyin tells Korra that Kuvira reminded her of herself. Three years prior, after the fall of the Earth Queen, Tenzin and Raiko came to Zaofu and met with her, a meeting at which Kuvira was present. The two men wanted her to become the Earth Kingdom's temporary sovereign; Tenzin explained that, as the other world leaders trusted her and the Beifong name still carried weight in the Earth Kingdom, Suyin was ideally positioned to take the job. Honored by their offer, Suyin turned them down regardless, as "imposing [her] ideals on an entire nation" did not interest her. Cautiously interrupting the talk, Kuvira urged Suyin to reconsider the proposal; she stated that Zaofu was a beacon of progress and that taking the position would allow them to share their progress with the Earth Kingdom. Suyin persisted, believing that they would be nothing more than conquerors waging war rather than peacemakers. Kuvira countered that the country was already at war and that this was their opportunity to change things. Suyin could not be swayed, which spurned Kuvira's idea with a bitter finality. However, Suyin failed to realize that her refusal created a rift between them. Kuvira managed to turn Baatar Jr. against his mother's ideals, and together they worked in secrecy to garner sufficient support from the security force of the Metal Clan, Varrick, and a number of Zaofu's richer citizens for their quest: journey to Ba Sing Se to bring back order to the Earth Kingdom. While they were readying four airships, Suyin confronted them about their intentions and warned that if Kuvira left, she would never be welcome in Zaofu again, but Kuvira waved the threat away, declaring that if she would return, it would be on her own terms. Kuvira stabilized Ba Sing Se shortly after her departure, prompting the other world leaders to make her the provisional head of the Earth Kingdom. Suyin finishes her tale by saying she knew that Kuvira would come to conquer Zaofu after openly refusing to surrender her position. Korra assures Suyin that she wants to resolve the problem, and Suyin tells her that she can help by entering the Avatar State to annihilate Kuvira's entire army and permanently remove er from power. Korra wishes to act more diplomatically, however, believing she can reason with Kuvira, but Suyin firmly insists that she will fail.

Back in Republic City, a distraught Asami is sitting on a bench at Avatar Korra Park. However, her mood brightens as she spots a father playing Pai Sho with his daughter.

Meanwhile, Varrick is in a state of panic, having been locked into the research car of Kuvira's train, in contrast with the calm, collected Zhu Li, who is preparing tea for him. Bolin opens a hatch in the roof of the car, whispering to get Varrick's attention. Varrick momentarily believes the voices in his head have returned, but Zhu Li points to the hatch, leading Varrick to realize it is Bolin speaking to him from the ceiling. Bolin drops into the car, and the men grab each other by the shoulders, both exclaiming that Kuvira has gone mad. Varrick informs Bolin about her forcing him to build a superweapon by threatening his life, and Bolin tells Varrick that she threatened him too, as well as Zaofu and the villages they annexed. The two quickly conclude that deserting the army is their only option, and they escape through the open hatch.

Kuvira and Korra

Kuvira convinces Korra to go back to Zaofu and try to convince Suyin to give up the city.

Down in the camp, Baatar Jr. escorts Korra to Kuvira, who expresses her surprise upon seeing the Avatar again, having been under the impression she was still healing in the South Pole. After a short exchange of pleasantries, Korra asks her to remove her army from Zaofu, but Kuvira makes her unyielding position clear, noting that she was tasked with bringing stability to the Earth Kingdom and that she does not understand why she should treat Zaofu, "the last holdout" preventing the unification of the nation, different from any other state. Korra tells Kuvira that what she is doing is wrong, but an aloof Kuvira tells her off, as she will not stand for Korra coming to her as she is on the verge of reuniting her nation and telling her to stop. Reminding the Avatar that the world was descending into chaos in her absence, Kuvira states that she had to make some tough decisions to bring back stability to her nation. Korra relates, saying she has felt anger directed at her over decisions she has made, and Kuvira offers Korra a temporary truce, giving her an opportunity to negotiate a peaceful surrender by Suyin.

Baatar Jr. walks up to Varrick's car and asks the guards posted outside if they have seen Bolin. They inform him the lavabender came to see Varrick, but they sent him away. Becoming suspicious, Baatar Jr. orders them to open the door. Inside, they find an empty car and an open ceiling hatch waiting for them, at which point Baatar Jr. declares that they have some fugitives to catch.

Mecha suit battle

Zhu Li and Bolin lock into battle with Baatar Jr. and two other mecha suit pilots, while Varrick scampers to safety.

Outside the camp but not far from it, Bolin, Varrick, and Zhu Li, each having commandeered a mecha suit, are making their way uphill. Overlooking the army camped in the valley, Bolin stops and suggest to go up and around the mountains in order to sneak into Zaofu from the rear. Noting the metal city is doomed, Varrick announces his intention to escape to Republic City in order to warn them about Kuvira's spirit-vine superweapon. While Bolin ponders their best option, he is suddenly zapped by a bolt of electricity from Baatar Jr.'s mecha suit, who, along with the two other guards, has caught up with the runaways. Varrick panics, but Zhu Li comes to his defense and holds off the other two suits quite ably while Bolin takes on Baatar Jr. The lavabender is quickly forced to abandon his suit moments before Baatar Jr. lands a crippling blow, destroying the machine, but he continues the fight with his earthbending and manages to gain the upper hand by toppling a tree atop Baatar Jr.'s suit. Meanwhile, in an attempt to help out, Varrick has engaged the electric weapon of his own suit but accidentally knocks down Zhu Li. Without her protection, one of the soldiers manages to ensnare his suit, forcing him to flee on foot. He climbs up a hill, chased by one of the suits, but manages to reach the top safely since Zhu Li comes to his aid. She struggles to hold off her two opponents, but the odds are tipped in their favor when Bolin creates a gully of lava, which melts the guards' suits and allows Bolin to trap the escaping pilots with his earthbending. Their victory is short-lived, however, as Baatar Jr. emerges atop the cliff and forces them to surrender by dangling a captured Varrick over the edge by his head. The businessman promptly blames Zhu Li for his predicament, enraging his assistant.

In the Republic City Prison, Hiroshi is being escorted to Asami's table. When he sits down at the table with her, surprised to see her again, she tells him she initially intended to visit him to tell him personally that she never wanted to have anything to do with him again; she wanted to hurt him as badly as he hurt her. When she actually saw him, she admits that she felt sadness rather than the expected anger, for he had tainted their past and destroyed their future together. Hiroshi apologizes and desires to make amends, and Asami tells him that, despite not knowing if she will ever succeed, she should try to forgive him. She pulls a small Pai Sho board from her bag and asks Hiroshi to play a game with her, as they had in the past. Hiroshi smiles, saying that nothing would make him happier.

Zhu Li confronting Varrick

Having pledged her allegiance to Kuvira, Zhu Li confronts Varrick about his lack of respect for her.

Back in the army camp, a handcuffed Bolin, Varrick, and Zhu Li are brought before an enraged Kuvira. She orders them all to be sent away on the next train; Bolin and Zhu Li are to be sent to the reeducation camp for their most severe dissenters, while Varrick has to continue his work on weaponizing spirit energy, this time under "close, armed supervision". As Kuvira turns her back on them, Zhu Li falls to her knees and begs Kuvira to forgive her and take her back. Turning around, Kuvira asks Zhu Li why she should do so, and Zhu Li explains that her only mistake was being loyal to the wrong person, much to Varrick's shock. She adds that she was blindly devoted to Varrick because of his brilliant mind but has come to realize that he is a fool compared to Kuvira. She expresses her belief in her vision and the desire to devote her life to Kuvira instead and pledges her allegiance. After a short moment, Kuvira remarks that Bolin and Varrick could learn something from Zhu Li and orders the assistant to rise to her feet, giving her a second change. Varrick begs her to reconsider, to think about the time they have spent together, but Zhu Li bitterly retorts that he has never appreciated her despite her following his every order. She orders the guards nearby to "do the thing", and they drag Varrick, yelling in despair, from the tent.

Returning to Zaofu, Korra runs to Baatar, who is anxiously pacing in the courtyard garden. She asks him about Suyin's whereabouts, telling him that she needs to talk to her. To her horror, he tells her that Suyin, Wing, and Wei have left the city to infiltrate Kuvira's camp and take matters in their own hands.


Production notes[]


Main article: Transcript:Enemy at the Gates
Main article: Transcript:Enemy at the Gates (commentary)

Series continuity[]

  • Suyin's flashback shows how she denied the offer to take provisional power over the Earth Kingdom, which was referenced in "The Coronation".
  • The energy extracted from the spirit vines produces a purple energy beam akin to Vaatu's, even with the same sound effect.
  • Zhu Li brings up in disgust the time when she scrubbed Varrick's calloused foot with pumice stone in "The Terror Within".

Character revelations[]

  • Varrick designed the modernized mecha suits.
  • Zhu Li's unwavering loyalty to Varrick was out of respect for his brilliant mind.
  • During his time in prison, Hiroshi Sato has come to regret the actions he undertook with the Equalists.
  • Suyin took Kuvira in when the latter was eight years old.
  • Baatar Jr. joined Kuvira and left Zaofu because he did not want to live in his father's shadow.


  • Kuvira's map of conquered Earth Kingdom states shows the southernmost land of the United Republic under her control as an Earth Kingdom state.
  • When Kuvira is threatening Suyin to take Zaofu by force, the line on her belt vanishes.
  • When Kuvira's group enters Suyin's office, Wei and Wing are wearing identical belt buckles, while later in the scene, Wei is wearing his normal round belt buckle.


  • Kuvira's desire to share Zaofu's advancements with the Earth Kingdom mirrors Fire Lord Sozin's desire to share the Fire Nation's wealth with the world in "The Avatar and the Fire Lord", though Kuvira's actions were initially backed up by the world leaders.
  • This is the first episode in which Bolin did appear, but Mako did not.
  • A closeup shot of Baatar Jr.'s wrist shows him buttoning up one of his uniform's cufflinks. However, Baatar's formal design did not include buttons on his outfit.[1]
  • Varrick's exclamation that "head voices are liars" was an improvised line from his actor, John Michael Higgins.[2]
  • A scene of Kuvira using metalbending to perform target practice on a unique device was cut from the final storyboard, being viewed by the production crew as an unnecessary action scene that would have too many animation and design hurdles to manage.[1]