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This article is about the eleventh episode of Book Three: Change. For the machine from the Avatar: The Last Airbender video game, see Ultimaton.

"The Ultimatum" is the 11th episode of Book Three: Change of The Legend of Korra and the 37th of the overall series. It was released on Nick.com for online viewing on August 15, 2014, and aired on Nicktoons on October 8, 2014.


While Ba Sing Se descends into 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 a fire sweeping through the city. They reach the Misty Palms Oasis and find Korra and Asami, and relay Zaheer's message: Korra will exchange herself for the survival of the Air Nation. In an attempt to warn Tenzin of the Red Lotus' imminent arrival at the Northern Air Temple, Team Avatar heads back to Zaofu to use the radio transmitter. The warning comes too late, however; the Red Lotus captures 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 rest of the airbenders reach the bison stables and escape, P'Li corners all of them.


Mako piloting an airship

Mako takes the helm of their commandeered airship, as he and an annoyed Bolin move to rescue their family from the burning Lower Ring of Ba Sing Se.

Having been released from their cell by Zaheer, Mako and Bolin stumble from the palace onto the main porch, where they witness the chaos that has fallen on the city: great swathes of the Lower and Middle Rings are aflame and citizens are looting everything, even entering the palace to find valuables, and the royal guards, rather than try to stop them, are opting to join the citizens instead, as they know where the most valuable items are kept. Rather than join the looters, Mako and Bolin choose to follow Zaheer's order, to give Avatar Korra his message. Needing an airship to find her in the desert, they commandeer an airship, the last one on the ground, but find people already on board, trying to tear out the controls. Bolin yells out directions to a random room in the palace, claiming the Earth Queen's gold is stored there, and the people eagerly swarm from the cockpit. The earthbender takes control of the airship and, although the takeoff is rough, he manages to get them airborne.

As the two fly over the Lower Ring, filled with rioting and spreading fires, Bolin notes that their family is still on the ground. Mako takes the controls from Bolin, certain he can fly better than his brother; finding the house, uncomfortably close to a roaring fire, they touch down on the roof of their family's house, and Bolin enters it to direct the family to climb aboard. However, Yin stubbornly refuses to abandon the home in which she raised her entire family; unable to convince her to leave, Bolin takes her over his shoulder and carries her out. Before they exit the apartment, Yin grabs her portrait of Hou-Ting. As their house is destroyed by the fire, the entire family escapes, and the airship flies out of the city.

Team Avatar reunites

Finding Korra and Asami in the Misty Palms Oasis, Team Avatar reunites.

Mako tells his family to help him look for any sign of Korra in the Si Wong Desert, trying to 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 become slightly intrigued upon hearing the news. Bolin notices some tracks that lead away from the wreckage, which they follow to the Misty Palms Oasis. As they arrive, almost flattening Zuko's dragon with the airship, Bolin instructs his family to split up and scour the town. As he speaks, Pabu climbs on his shoulders, causing Bolin to tell him that they would need his help as well. Mid-sentence, Bolin suddenly realizes that he is talking to Pabu, who was not with him on the airship, and becomes ecstatic to be reunited with his pet; twirling the fire ferret around, he hugs him warmly, before giving him a kiss, much to his grandmother's confusion and disgust. Tu suddenly warns his family that a "giant dog-beast-thingy" is approaching them, causing them all to scatter. Mako, however, who is disinterestedly watching his brother, is caught off guard and tackled to the ground by Naga, who immediately starts to lick his face. Having heard the commotion, Asami and Korra come running out of the nearby tavern and are instantly noticed by Bolin. The brothers run up to the girls, with Bolin enveloping Asami in a bear hug, lifting her off the ground in his enthusiasm, while Mako warmly hugs Korra. He suddenly releases her, apologizing for his actions and saying that he is relieved to see her again.

Tonraq, Lin, and Lord Zuko quickly emerge from the tavern as well. Mako and Bolin are excited to meet Zuko, while Yin mistakes Asami for the Avatar. Mako corrects his grandmother that the Avatar is Korra, prompting Yin to ask Mako why he is not dating either of his nice friends. An awkward silence follows Yin's question; after a short moment, Asami breaks it, asking Mako and Bolin what happened to them.

The firebender informs them that they were captured and imprisoned by the Earth Queen, only to be freed by Zaheer. Mako then relays Zaheer's message to Korra: the Red Lotus is traveling to the Northern Air Temple, planning to exterminate the new airbenders unless she hands herself over to them. Tonraq muses that Zaheer could be bluffing, but Mako is adamant that Zaheer does not bluff, reiterating that the Red Lotus leader has already assassinated the Earth Queen. Korra declares that they need to radio Tenzin to warn him about the impending arrival of the Red Lotus. After Lin reveals that Zaofu has a radio transmitter strong enough to reach the temple, the team sets course for the Metal Clan and radios Suyin from their airship to inform her of Zaheer's plan.

Lin comforting Suyin

Deeply worried about her daughter's safety, Suyin is comforted by her sister.

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 tries to contact Tenzin again herself, and is unsettled to 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 any airship they sent would be far too late to help. Korra suggests that she meditate and visit 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 from the Air Temple, and Yin takes a nap.

Korra enters the Spirit World and calls out for Zaheer to face her and leave the airbenders out of it; seeing a silhouette nearing her, she initially assumes it is Zaheer, but is surprised to discover it is Iroh. Korra asks him why he is there, to which Iroh says that he was just looking for a new teapot for his collection, and happened to stumble upon Korra in his search. Iroh asks her why she looks troubled, and Korra tells him about the airbenders' situation. After Korra tells Iroh that she has no idea what to do, and that she desperately wants to somehow consult her past lives for guidance, Iroh advises her to talk to Zuko; during Aang's life, Zuko was one of his closest friends and advisors. Korra is thankful for Iroh's wisdom; before leaving, she tells him that she was glad to find him, rather than the person she intended to look for.

Zuko and Korra

Zuko advises Korra, giving her his thoughts on what Aang might do in her situation.

Returning to the physical world, Korra seeks out Zuko, who is preparing to return to the Fire Nation to protect his daughter, who will be high up on the Red Lotus' hit list. 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. When Korra asks if he would have given himself up, however, 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. Interrupting suddenly, Mako informs Korra that they finally made contact with the Air Temple; specifically, Meelo has picked up the receiver on the other end, and Bolin is unable to convince him to find Tenzin. Only when Korra takes the microphone and addresses Meelo as his "commanding officer" does Meelo finally put Tenzin on the line.

As soon as Tenzin answers, Korra warns him of Zaheer's imminent arrival, only to discover seconds later that it is too late and Zaheer has already arrived. Tenzin goes to warn the others to evacuate; he finds Bumi and Kai, and orders them to round everyone up immediately and head for the bison stables, but the airbenders, Tenzin and his family included, are cornered by the Red Lotus in the courtyard. Zaheer tells them that they will not be harmed if they cooperate. He also offers his compliments to Tenzin, the first true airbending master he has had the chance to meet. Tenzin realizes he and the other airbenders are being used as leverage against Korra, and he rejects Zaheer's offer. Zaheer says they do not have a choice, but Tenzin, begging to differ, attacks the Red Lotus unexpectedly, momentarily stunning them. While they are down, Tenzin orders Jinora to lead the airbenders to safety while he, Bumi, and Kya keep Zaheer, Ming-Hua, and Ghazan at bay. After almost being shot by P'Li's combustionbending, Tenzin, while he and his siblings prepare for battle, tells the other airbenders to avoid her line of sight.

Red Lotus vs Kya, Tenzin, and Bumi

Tenzin, Kya, and Bumi prepare to fight Zaheer, Ming-Hua, and Ghazan, respectively, in order to give the airbenders the opportunity to escape.

While Tenzin, Kya, and Bumi engage Zaheer, Jinora and the other airbenders try repeatedly to try to cross the bridge leading to the bison, but each attempt they make is blocked by a blast of combustionbending by P'Li. Back at the courtyard, Tenzin and Zaheer's duel seems evenly matched initially, but Tenzin, as a fully trained master, begins to overwhelm Zaheer. Kya, in the meantime, struggles to do the same to Ming-Hua, whose agility and experience give her a clear advantage over Kya; although she manages to counter some of her attacks and blast Ming-Hua off the edge of the balcony, she finds herself outmatched when Ming-Hua reemerges with six water tendrils as opposed to her usual two. Bumi is absolutely no match for Ghazan: the novice airbender is able only to dodge the lavabender's attacks. Even when he ultimately resorts to wrestling and even hair pulling and biting Ghazan, he is still unable to gain an advantage. Standing back to back, Kya and Bumi realize that they are going to lose.

Kai decides to distract P'Li by flying around on Daw's glider, attempting to buy time for the airbenders to reach the bison. While his method works for a short while (he is even able to land a blow against her), he is shot by P'Li and falls limply downward and out of sight before the eyes of a horrified Jinora. A combustionbending blast close to the remaining bison spooks them, leading them to fly away on their own and stranding the airbenders on the ground. Forced to the edge of the stone courtyard, Bumi and Kya are thrown off the side of the cliff by Ghazan; Bumi manages to grab a hold of a ledge and catches his sister, but P'Li sees them and prepares to fire at them. Kya tells Bumi to let go, knowing the chances of dying in the fall, while significant, are still better than those of taking a direct hit from P'Li. Bumi lets go, and they plummet down the face of the cliff; while they are battered into unconsciousness by rocks and branches, they survive the fall.

Wounded Tenzin

A battle-weary Tenzin declares that he would rather die than let the Red Lotus get to Korra.

Bumi's and Kya's narrow escape leaves Tenzin as the only one still in the fight. He battles Zaheer throughout the temple, maintaining the upper hand in the fight, but before he can land the final blow, P'Li attacks him, as do the rest of the members of the Red Lotus. He manages to fend off the entire Red Lotus team for a short while, but is quickly worn down, becoming severely injured. Although he is wounded and exhausted, he refuses to surrender: Zaheer tells him to quit, knowing that Tenzin has no chance of defeating them all, but a battle-weary Tenzin defiantly states that, if he must, he will continue to fight them until he dies. When the master tries to resume his attack, Zaheer and his companions brutally pummel him with blow after blow, intending to beat him into submission.

Hanging by his foot from a tree on the cliffside, Kai is awoken by a baby sky bison. Freeing himself and jumping onto the bison's back, he thanks it for saving him, and the two fly back toward the besieged temple.


Production notes[]


Main article: Transcript:The Ultimatum
Main article: Transcript:The Ultimatum (commentary)

Series continuity[]

  • 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.

Character revelations[]

  • Aang remained close friends with Zuko for the rest of his life and often turned to him for advice.


  • When Korra and her friends discuss what to do about Zaheer's ultimatum, the overhead shot shows Naga sitting up with her head held high. When the shot changes to an eye-level view of Team Avatar, Naga has her head lowered, although not enough time passed for her to have moved.
  • 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.


  • Storyboard artist Natasha Wicke's initial boarding of the scene where the airship carrying Mako and Bolin's family flies through the Si Wong Desert had the vehicle fly in a more erratic fashion.[1]
  • Writer Katie Mattila improvised Yin's line of saying she will take a nap during a temporary audio recording session.[1]
  • During his conversation with Bolin over the radio, Meelo was originally going to flick away the booger he had picked from his nose, with director Colin Heck requesting it be changed to Meelo wiping it under the table he was sitting at.[1]
  • 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.
  • The initial storyboarding of the action sequence at the Northern Air Temple was done solely by artist Eugene Lee.[1]
  • Given the sequence at the Northern Air Temple cut between various characters at different locations on the mountain, the production crew had to take care to ensure the lighting direction on the characters was consistent with their position relative to the sun and mountain.[1]
  • Prior to retakes, Opal was originally in her Metal Clan attire during the events of the episode, as the production crew had forgot to design her wearing traditional Air Nomad robes.[1]
  • 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.
  • Lee's initial boards had Bumi use "fartbending" during his fight with Ghazan, though this was later cut due to the creators feeling that fartbending should be particular to Meelo.[1]
  • 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.
  • The episode's final moment with Tenzin, where the shot pans behind a wall that obstructs the view of him being brutalized by the Red Lotus, had to go through retakes, as an initially slow pan movement caused the shot to overly linger on the Red Lotus' assault.[1]
  • This is Uncle Iroh's last appearance in the series.
  • This is Kya's last speaking role in the series.