|"Come on guys, there's something after us and we don't even know what or who it is."|
|— Aang trying to quell Toph and Katara's fighting.|
Team Avatar is chased by a mysterious machine, which makes it impossible for the group to stop and sleep. The lack of sleep makes everyone irritable and causes a quarrel between Katara and Toph. Aang acts as a decoy to lure the followers away, but he is finally cornered by Azula in an abandoned town. His friends, plus Zuko and his uncle, arrive to take Azula down together, but she injures Iroh in a moment of distraction and escapes.
Aang, Katara, Sokka, and Toph have landed in a clearing for the night, and they begin to unpack. Toph comments on their superb campsite finding abilities, basing the compliment on the feeling of "soft grass". However, Sokka tells her that what she is feeling is not grass, but Appa's shedded fur. This comment is not received well by Katara, who believes it is gross. Aang and Sokka comically begin playing with the fur, making hats and mustaches out of it. Katara vocalizes her happiness of having another girl in the group to counter the boys' immaturity. However, those hopes are shattered as Toph, like Aang and Sokka, walks up and plays along by stuffing hair into her armpits. Aang and Sokka laugh, and when the hair causes Aang to sneeze, even Katara has to giggle.
Night has fallen as the group sets up camp. Aang pitches a tent, Sokka unravels sleeping bags, Katara is filling a pot with water, and Toph lounges lazily against a rock. Katara comes over and begins to explain the group's normal system of setting up camp: they divide up the work, for example, while someone pitches a tent, someone else might gather food or water, and that even Momo "does his fair share". Toph tells her that she has already collected her food and water; she claims she can "carry her own weight". Katara gets slightly frustrated and tries re-explaining the system, but Toph becomes aggravated and snaps at her; Katara storms off.
Later that night, Aang and Sokka are setting up the last of camp as they unsaddle Appa. Katara comes over to apologize to Toph. Toph again agitates her by turning the apology around on her. Later that night, Toph is silently sleeping in her earthen tent when she is awakened by a vibration in the earth. She immediately wakes the others, and tries to see if she can identify its source, saying "it feels like an avalanche, but also not an avalanche", to which Sokka responds with a sarcastic "Your powers of perception are frightening." They decide leaving the campsite is the safest choice.
Off in the distance, they get a slight glimpse of what is following them: a large, tank-like war machine moving fast across the desert terrain. After hours of flying, the group's exhaustion is easily discernible on their faces: they each have dark circles under their eyes from their lack of sleep. They settle on a spot and land again; Toph makes her way to where she plans to sleep, but Katara again asks her to help, and Toph declines. Katara is again displeased by this, decides enough is enough, and confronts Toph about her lack of assistance.
Toph argues back before "slamming the door" in Katara's face as she earthbends a tent; the door Toph earthbends rises right in front of Katara. Aang decides to play peacemaker and asks them both to calm down. However, Katara's emotions due to lack of sleep cause her to snap wildly at Aang, screaming at him, "I'm completely calm!" Later, Aang and Sokka are seemingly fast asleep as Katara stares angrily at the night sky. She loudly comments on how beautiful the stars are, and how Toph will never be able to see them. In response, Toph earthbends Katara a few feet into the air, and she lands on Sokka.
Sokka's emotions and sleep deprivation cause him to snap as he wakes up. However, there is little time to argue as Toph informs them the machine is back. Once again, they fly away on Appa. While in the air, they debate about the machine and how it might be tracking them. Finally finding a spot that seems to be out of the machine's range, the group decides to not even set up camp, but to sleep. They again debate for a minute on what the machine is or who is chasing them. Katara brings up the possibility that it is Zuko, given they have not seen him since they were up north. Unaware of who Zuko is, Toph inquires about him. Sokka answers that he is "just some angry freak with a ponytail who's tracked [them] all over the world." Katara mocks, "What's wrong with ponytails, ponytail?" and Sokka sternly responds that his is a warrior's wolf tail.
Momo suddenly senses the machine's approach, as does Toph. They see the machine moving forward in the distance as it kicks up dirt behind it. Aang believes they should face their pursuers and find out who they are. The tank comes to a halt in front of them, and doors open on the sides. Three mongoose lizards emerge from it. Their riders and the cause of all the tension among Team Avatar are revealed to be Ty Lee, Mai, and Azula. Toph believes they can take them as she calculates the odds: three on three. However, Sokka corrects her, reminding her there are actually four of them. Toph recalculates: three on three plus Sokka, as he has no bending powers. Sokka is infuriated, but there is no time to argue as Azula's group draws closer. Toph sends the first strike as she earthbends boulders toward them, but the lizards easily climb over them.
The group decides it is safer if they left, so Aang, Katara, and Sokka head back for Appa. Toph tries to buy them some time by creating a large rock wall separating Azula's team from them, but Azula sends a bolt of lightning at it, blasting a gaping hole in the wall. The team barely escapes as Azula sends a jet of fire at them.
Meanwhile, Appa too is tired and is rapidly closing and opening his eyes, trying desperately to stay awake. Again they debate on what to do, and Katara reveals her fear of Ty Lee taking her bending away again. To Sokka's horror, the sun rises over a mountain in the distance, signaling they have been up all night. They decide to keep flying for as long as possible, but Aang warns them that they cannot keep flying forever.
As the sun rises, Azula's machine is racing to catch up with Team Avatar. However, they are not alone; Zuko follows the machine's tracks not far behind. Appa, meanwhile, is having even more difficulty staying awake and finally gives in and falls asleep. This sends Appa and Team Avatar plummeting toward the ground. Aang tries desperately to wake him as they continue to race toward the ground. Finally Appa awakens and stops just above the trees, but due to his exhaustion is unable to keep airborne, resulting in a crash-landing in the woods.
Another fight breaks out between Katara and Toph, but when Toph blames Appa's shedding for their predicament, Aang joins in. Toph, aggravated by Aang's infuriated objections to her argument, gives up and decides to leave. However, in the distance, Azula's machine picks up speed, having seen Appa's fur floating through the air. Desperate over Toph's disappearance, Aang laments dejectedly that he cannot believe he yelled at his earthbending teacher, a feeling Katara sympathizes with as she sadly notes that she had been mean to Toph. Sokka is of little comfort, simply affirming that they were jerks.
They decide to find Toph and apologize, but they first wash Appa. Now clean and shed fur-less, Appa is deemed ready to fly by Aang as long as they leave his saddle and everything else off. Aang decides to try giving Azula the slip and take what is left of the shed fur and lead the tank off course. Appa flies off in one direction, hitting trees on take-off, and Aang goes in another.
Toph has now walked for some time and gained much distance. She stops suddenly upon feeling a vibration. She hits the ground, knocking the unknown person off their feet. That person is revealed to be Iroh. Azula, Mai, and Ty Lee have reached the spot of Appa's bath and found the wet fur deposited into the stream. Ty Lee debates with herself as to whether the "wads" are "bundles" or "bunches" of fur, stating that they have an "uh" sound. Mai helps her along, deeming them "clumps". Ty Lee excitedly hugs Mai before she can block the action. She pushes Ty Lee off and tells Azula the trail heads off in a direction to the right. However, Azula notices the broken trees from Appa's shaky take-off and is suspicious of Aang's plan to divert them. She tells Mai and Ty Lee to head in the direction of the broken trees, deciding to follow the fur trail herself.
An exhausted Aang lands in a small abandoned Earth Kingdom town. He slumps to the end of the town's main street, dumps the remaining fur, and sits, waiting for Azula. Back on Appa, Momo lets out a screech signaling the return of Mai and Ty Lee, enabling them to duck out of the way of Mai's darts in time. Katara desperately tries to get Appa to move faster, but to no avail. He crashes on the other side of the river, leading Sokka and Katara to believe they are safe. Their hopes are shattered, however, when the mongoose lizards reveal their ability to run on water.
Ty Lee heads for Katara. She begins darting her hands to pressure points, but Katara's past experience with Ty Lee's chi blocking allows her to dodge her attacks easily. After a small battle, Katara ends up pinned to a tree by the hem of her wristbands through Mai's expert knife-throwing skills, and Sokka becomes almost completely paralyzed by Ty Lee's strikes. Appa, however, proves to be a saving grace as he smacks his tail to the ground, blasting a gust of wind at Mai and Ty Lee which throws them into the river. After Sokka and Katara leave, Ty Lee comments that she thought Sokka was "cute", eliciting a look of disgust from Mai.
In the abandoned town, Azula reaches the end of the trail and finds Aang waiting for her. She dismounts her lizard, and an exhausted Aang, trying to find a diplomatic resolution, asks who Azula is and what she wants. Expressing surprise that he has not guessed her identity, she gives him a hint by covering the left side of her face with her hand, deepening her voice to mimic Zuko's, and saying, "I must find the Avatar to restore my honor!" When Aang does not respond to her attempt at humor, she softly berates him before telling him that he cannot elude her any longer, no matter how much he tries; rising to his feet, Aang replies, "I'm not running."
Toph and Iroh share a cup of tea on a cliff overlooking a farming village. Iroh finds similarities between Toph and his nephew, and Toph asks where his nephew is and if he is lost. Iroh responds that he is "a little lost", telling her that his nephew's life has recently changed, and that he is trying to discover who he is. Iroh also advises her not to resist help from those who care about her. Taking Iroh's words into consideration, she bids him farewell and goes to search for her friends.
Azula and Aang stand facing each other, neither of them moving. She asks Aang if he really wants to fight her; in response, Zuko bursts through an old building, lands between the two, and says, "Yes, I really do." Further complicating the standoff, Zuko holds his position between Aang and Azula, keeping his battle stance poised at both of them. Azula fires the first shot, hitting Zuko hard and knocking him back. After an intense battle, she corners Aang in a collapsed and burning building.
Before Azula can deliver a deadly injury to Aang, Katara interrupts her; one by one, she is joined by Sokka, Iroh, and Toph. Together, the six of them (Katara, Aang, Sokka, Toph, Zuko, and Iroh) create a perfect perimeter in front of Azula and corner her. She surrenders, and Iroh relaxes his guard, turning to see his new friend, Toph, standing with the Avatar. Azula, taking advantage of this, fires at Iroh, who screams in pain as he crumples to the ground. Zuko lets out a horrified cry, and all four benders unleash their power on Azula, while Sokka throws his boomerang at her. The combined attack causes a large explosion, and by the time the smoke clears, Azula has disappeared.
An anguished Zuko rushes to Iroh's side. He senses the others behind him, and orders them to leave. Katara comes forward and offers to help, but before she can explain, Zuko lashes out at them with a burst of fire, again angrily demanding that they leave, and the team finally obeys. Later that night, Appa lands in the mountains, and the team falls asleep.
- Written by:
- Directed by:
- Additional voices:
- Dee Bradley Baker
- Grey DeLisle
- Main article: Avatar Extras for Book Two: Earth
- This is the second time Appa uses his tail to blow Mai and Ty Lee away from Sokka and Katara. The first was in "Return to Omashu".
- This is the second time Aang makes himself a mustache out of Appa's fur. The first was in "The King of Omashu".
- Azula's escape in a swirl of flames is similar to how Jeong Jeong escaped in "The Deserter".
- This is the first episode that features all six prominent characters.
- Zuko arrives on the ostrich horse he stole from Song and her family in The Cave of Two Lovers.
- Katara points out that they had not encountered Zuko since he captured Aang at the North Pole.
- When everyone dismounts Appa, Toph is noticeably taller, being able to see at least eye to eye with Aang. Later in the episode, she returns to her normal height.
- When Toph is first seen standing in Appa's fur, her shadow is in front of her and the rest of the fur in sunlight. When the angle changes, however, everything is in shadow because of Appa.
- When Toph makes her earth tent, she bends it over her. In the next frame, she is seen sitting in front of it.
- Toph is seen in an earthen tent in one frame, and a cloth tent in the next.
- While the sun is rising, Sokka says he did not sleep through the whole night. However, in an earlier scene where Team Avatar has to leave a second time because of the mysterious machine, he is shown sleeping on Appa.
- When Zuko is following Azula's tank train on his ostrich horse, in the first shot, he is in between the two indentations of the wheels. In the next, he is to the left of both of them.
- When Ty Lee tries to chi block Sokka, he drops his club and his boomerang on the ground next to his feet. The view moves to Ty Lee, holding her hand in pain after hitting Sokka in the head by accident before switching back to Sokka, with no boomerang on the ground.
- After the fight with Ty Lee and Mai, there is no appearance of their mongoose lizards anywhere, whether on either side of the river or in it.
- When Aang sits down in the ghost town, he is in the center of the street with buildings in front and behind him, but in the next frame, he is sitting at the end of the street with no buildings behind him.
- When Aang holds his staff ready during the stand-off with Zuko and Azula, it is warped so that the diamond pieces where the glider is stored are longer than in any other frame.
- After Azula almost loses her balance in the ruined house, Aang exits the building nearly burnt by Azula's fireball, yet the angle it travels, parallel to the ground, suggests that Azula is on the second floor, which would not be possible, as Azula had been standing on the ground floor.
- The buildings that Aang jump to and from at one point change appearance in the next shot.
- When Azula is cornered, Aang is on Katara's left, but after Azula disappears, Aang is on Katara's right.
- This is the first time in the series that all four elements are shown attacking the same target. The other time this occurs is in the episode "Sozin's Comet, Part 4: Avatar Aang" when Aang, in the Avatar State, attempts to kill Fire Lord Ozai.
- Additionally, the four elements are bent in the order of the Avatar Cycle as Aang learned them from left to right: Aang bent air, Katara water, Toph earth, and Zuko fire.
- When Katara first talks to Toph about helping out, Toph is chewing on a piece of wheat, a well known component of Jet's character. Additionally, Toph and Jet both possess rebellious natures.
- In the DVD commentary of the episode, Michael Dante DiMartino and Joshua Hamilton mention that the episode was inspired by Western films, such as The Good, Bad and the Ugly and Shane.
- Avatar Extras states that the fight sequence between Aang, Zuko, and Azula, was meant to resemble a "Mexican Standoff", more commonly used to refer to a three way duel, and was modeled after multiple Westerns. It was also noted that the battle was challenging for the shows creators, due to the fact that they had to coordinate each of their movements, and show all three of them fighting each other at the same time.
- According to Avatar Extras, an earlier storyboard had other animals around Team Avatar's campsites. However, the writers decided not to put them in the episode.
- According to Avatar Extras, the name of the abandoned town was Tu Zin. It was also stated that it was a mining town and after all the minerals were gone, the people literally left overnight.
- When Sokka makes a wig out of Appa's shed fur, the wig resembles Marge's hairdo from The Simpsons.
- Azula's smile when she finds Aang at the abandoned village mirrors Ozai's smile in "Zuko Alone", when he is watching Azula firebending.
- A lot of scenes during the chase closely resemble the chase in the 1969 western film Butch Cassidy and the Sundance Kid. An example being: after robbing a train, another train pulls up from behind with only one boxcar and it opens up with the cavalry chasing after them like Azula's tank train in this episode.