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Shiro Shinobi [Narrating a newsreel.] The Equalists are on the attack! The Lieutenant and his chi-blockers invaded Air Temple Island and forced Tenzin and his family to flee! In the daring escape, Lin Beifong sacrificed herself and saved the airbenders, but she was captured and Amon took her bending away. Now, Team Avatar is in hiding as they await help from General Iroh and the United Forces.
The episode opens with an aerial view of Republic City filled with several Equalist airships. The camera pans down to a shot of City Hall, with Equalist airships and mecha tanks around it. Hiroshi Sato is standing on the front steps, addressing a large crowd.
Hiroshi Sato It is a glorious day, my Equalist brothers and sisters! Amon has torn down the tyrannical bending government! [Cut to an aerial shot of the Pro-bending Arena with mecha tanks around it.] He has declared bending illegal, [Cut to Aang Memorial Island and the statue of Aang wearing a large Amon mask; Equalist banners are from Aang's staff. The camera zooms out to show that the island is covered in fog.] and he has the Avatar on the run. [Cut to Hiroshi Sato speaking.] Our great leader has a vision for the future. One day soon, bending will no longer exist and we will live in a world where everyone is finally equal! The United Forces are on their way right now to try and stop that dream. But we will prevail!
The crowd cheers loudly in response. Near the back, two chi-blockers look at each other, one male, the other female, before they turn and walk away. They push aside a clump of bushes in Republic City Park and enter a small clearing with a large rock in the center. One earthbends the rock aside, revealing a hole, and both jump inside as the rock slides back over. Cut to the chi-blockers, who have removed their masks and revealed themselves to be Korra and Mako, walking down a dim hallway.
Korra [Angrily.] Can you believe Hiroshi?! "The Avatar's on the run". I'm not running from anyone! Let's go back up there and knock some heads; they'll never know what hit 'em. [Turns to go back to do that.]
Mako Relax. General Iroh's coming with an entire fleet of battleships. Then Amon will be the one who's running.
Korra [Frowns.] I hate this "being patient" stuff. [Both turn and walk on.]
Cut to Asami and Bolin, who are sitting on crates. Asami is watching in amusement as Bolin plays with Pabu. She glares as she hears Korra and Mako approaching, before she and Bolin stand up and walk over to greet them.
Asami [Suspiciously.] You two were gone a while.
Mako [Looking annoyed.] We were doing reconnaissance.
Asami [Irritably.] Whatever.
Gommu [Gets in between the two groups. To Korra and Mako.] Welcome back! Hope you worked up an appetite, 'cause dinner is served.
Cut to Gommu stirring a pot of stew and pouring some into a dish.
Korra Thanks so much for letting us hide out with you the past few days.
Cut to Korra, Mako, Gommu, Bolin, and Asami sitting at a table. Mako and Asami hold bowls of stew.
Gommu [Hands a bowl of stew to Korra.] Honored to oblige. [Gives a bowl to Bolin and fills it with stew.] My associates and I heartily oppose Amon's so-called "Equalist" policies. [Cut to a view of the alley.] We got benders and nonbenders living together down here, but do you see us fightin'? [Cut to Gommu, who wraps his arms around himself.] No siree; we've figured out how to harmoniously co-exist.
Bolin You are a wise and noble hobo. [Eats some stew.] Mmmm. This is the best-tasting street gruel I've ever had. Seriously!
Gommu I culled it from the finest dumpsters the city has to offer!
The camera cuts back rapidly to Asami, who already has the spoon in her mouth. Her eyes close and open with small beady eyes as the top half of her face turns green. She spits the food back into the bowl and coughs. Cut to the back of Asami's crate, as she surreptitiously puts the food on the floor behind her. Pabu crawls up behind her and eats from the bowl.
Cut to Korra sitting next to Naga. She hears footsteps and sees Mako walking toward her.
Mako Can't sleep either?
Korra No, I have this awful pit in my stomach.
Mako [Sits next to Korra.] Me too.
Korra [Shrugs; somewhat happily.] It's so crazy. A few months ago I was in the South Pole practicing for my firebending test, [Sadly.] and now I'm in the middle of an all-out war.
Mako I know, we didn't even know each other then. And now, I can't imagine my life without you in it. [Close-up on Korra's surprised face.] You're the most loyal, brave, and selfless person I've ever known.
Korra [Blushing.] I think you're pretty incredible too, but ... you already knew that.
Mako and Korra look at each other, but Korra looks away abruptly.
Korra I should probably try to get some sleep.
Mako Me too. Good night.
Korra Good night.
Korra leans back against Naga's side, looking sad. Cut to Air Temple Island as airships fly overhead. Amon is waiting on a platform as the Lieutenant drags a blindfolded man up to him. The man is forced to his knees and has his blindfold removed as Amon approaches.
Amon You will now be cleansed of your impurity. [Stands behind the man, who watches with fear, and removes the man's bending; the policeman collapses and falls over from exhaustion. Turns to the Lieutenant.] Next.
The Lieutenant nods and walks over to get the next victim, revealing a long line of benders, blindfolded and hands bounded, including the White Lotus sentries, waiting for Amon to strip them of their bending. Cut to the island as seen across Yue Bay through thick fog the next morning. Team Avatar is hiding in the drainage pipe.
Mako [Stepping out and beckoning to the others.] Coast is clear.
The four run out of the pipe and climb an access stairway to an observation deck above. They crouch by the railing as Bolin scans the bay with a telescope.
Korra Once the United Forces arrive, we need to be ready to help in any way we can.
Mako They're here!
Bolin [Gasps and places the telescope to his eye again.] Whoops! [Flips telescope around.]
Through the telescope view, Bolin catches sight of a dim shape through the mist. Cut to a shot of the battleships steaming into the harbor, before cutting to General Iroh at the head of one.
Iroh Hmm ... Amon had to know we were coming. So why aren't we meeting any resistance?
Cut to Korra.
Korra Wait a second ... where are the Equalist airships?
Mako [Mako snatches the telescope from his brother and runs to the end of the deck, scanning the city.] I don't see any mecha tanks, either. [Turns to look at Korra in concern who looks back the same way.]
Cut to a shot of the water beneath one of the battleships; bubbles and an underwater mine are floating up.
Iroh Something's not right. [An explosion on a nearby ship interrupts him, followed by more blasts as mines float up.] It's a trick! [Cut to Team Avatar watching the explosions from the deck. Korra leaps off the edge and uses waterbending to pull herself into the bay, and she begins to swim toward the conflict. Cut to Iroh, speaking over a loudspeaker.] Water and earthbenders, detonate those mines! [Pulling back from the speaker.] What is that sound?
Iroh runs out of the control room and on deck, where a buzzing sound can be heard in the sky. Korra surfaces and looks up. Cut to the rest of Team Avatar on the deck as Mako points the telescope toward Republic City.
Mako What now?
Behind the skyscrapers, a group of flying objects can be seen in the mist, which resolve themselves into two fleets of biplanes. Cut to Team Avatar.
Bolin [Angrily and confused.] Where does Hiroshi find the time to keep inventing new evil machines?!
Cut to the planes flying across the bay, and a close-up on Hiroshi Sato, who is piloting one. He pulls a lever and bombs were drop from the underside. Ships are bombarded, causing major damage on board. One plane drops down two torpedoes and Korra dodges them only for them to hit the side of a ship. The explosion forces Korra back but she swims to the ship again. More planes drop down torpedoes to hit their targets.
Male sailor [Shouting.] Incoming!
The explosion forces the sailors up in the air. A plane dives in to attack, but firebenders firebend into the cannons and shoot the planes. Korra emerges from the underwater and she looks at the planes, while they destroy the remaining ships. An earthbender tries to bring them down but he is forced back by the bombing. Planes fly around until one gets hit with firebending, forcing the pilot to eject. Iroh and two other firebenders use their bending to take down the planes, successfully hitting one.

Korra dives into the water, waterbends a massive waterspout, and bends out a large ice spike to take a plane down. However, the damaged plane hits the waterspout and Korra falls into the water where she bends a torpedo around into the air and hits another plane. She emerges once more and swims to the closest ship. Iroh comes up from the hatch to firebend the remaining planes, taking them down one by one but the last plane drops a bomb in front of him. He uses firebending to shield himself, but the explosion causes him to fall into the water, unconscious. Korra grabs and brings him to the surface.

Korra [Swimming.] It's all right, I've got you.
Iroh [Coughing.] Avatar Korra? You saved my life. Thank you.
Korra waterbends them away from the wreckage. Cut to their hideout, where Korra uses her healing abilities on Iroh's wound.
Iroh I was prepared to deal with Sato's mecha tanks, but not these new high-speed aircraft.
Korra I know. [Moving the water near Iroh's wound.] Every time we think we have an advantage, Amon outsmarts us.
Bolin No matter what our plan is, he always has a better one.
Iroh Amon is winning so far, but we're not out of the fight yet.
Bolin [Now happily.] I like this man's confidence! So, how are we not out of the fight?
Iroh [Stands up, clutching his wound.] A second wave of reinforcements is on the way, but I need to warn them. [To Korra.] Do you still have a way to get a message out?
Korra I know just the man for the job.
Cut to Gommu, setting up a telegraph machine while Iroh and Team Avatar stand behind him.
Gommu And who is the recipient of this top secret message?
Iroh Commander Bumi. [Gommu cracks his fingers.] Second division of the United Forces.
Korra Tenzin's brother?
Iroh Yes, bit of a wild man, but the bravest commander you'll ever meet.
Gommu Ready, sir. [Taps out the telegram as Iroh speaks.]
Iroh Fleet ambushed and destroyed by Equalist aircraft. Retreat to Red Sand Island until my signal. Do not approach city until you receive the all clear. [Gommu finishes the telegram. Cut to a map of Republic City on a table.] Now comes the hard part. We need to ground those aircrafts. Otherwise, Bumi's fleet would never be able to retake the city.
Mako [Points at the map.] They flew in from this direction. The airfield must be somewhere over this mountain range.
Iroh Everyone get ready, we leave at dawn.
They walk out of the room. Asami lingers momentarily.
Asami [Somewhat bitterly.] It's time to take down my father. [Catches up with them.]
Korra [Lingers behind the group.] Wait, I'm sorry, but I'm not going with you tomorrow.
Mako What?
Asami Why not?
Korra I'm sick and tired of hiding from Amon. It's time I face him.
Iroh That's not a good plan. We need to stick together.
Korra I'm not waiting for him to hunt me down. My guts tell me it's time to end this, on my terms.
Iroh Korra, this is not a mission you should be handling alone.
Mako She won't be. [Walks up to Korra and Asami has a look of surprise on her face.] I'm going with you.
Korra [Worried.] You don't have to do that.
Mako Yes, I do.
Cut to Asami looking on with shock and sadness as she glances to the side. Camera pans to the right to Iroh with a hand on his chin, deep in thought.
Iroh Hmm ... My grandfather would respect the Avatar's instinct. [Moves his hand down and looks to Korra.] So will I.
Cut to a view of Republic City in the morning. Cut to Mako wearing Equalist clothing in the hobos' hideout. Bolin walks up to Mako and they hug.
Mako Love you, little bro.
In the background, Gommu sniffles and cries at the scene.
Bolin Love you back, big bro. [Walks up to Korra, who is standing next to Naga.] Korra, Amon is a nasty dude. Be careful.
Korra I will. [Hugs Bolin.] Good luck. If you're going into the mountains, you should bring Naga. [Hugs Naga. To Naga.] Take good care of Bolin for me. [Naga licks Bolin.]
Mako Asami. [Asami turns around to face him.] I'm sorry things got so messed up between us, but whatever happens today, I want you to know how much I care about you.
Asami I care about you, too. [Kisses him on the cheek and runs to Bolin and Iroh.]
Korra walks next to Mako and they walk away. Asami jumps onto Naga's back, joining Pabu, Bolin, and Iroh.
Gommu Good fortune and success to you, valiant heroes.
Cut to a large sewage pipe, out of which Korra and Mako walk. They continue walking into the sea and Korra waterbends a large bubble so they can breathe while underwater. Cut to the shores of Air Temple Island. Korra and Mako walk out of the sea and Korra stops waterbending the bubble. They put on their chi-blocker masks and climb up the rocky shores. Cut to a closer shot of an Equalist airship, which Amon boards.
Korra There's Amon.
Mako We need to get into the temple. Then, when he returns ...
Korra We ambush him.
They walk toward the temple, but stop when they hear a voice from behind.
Lieutenant What are you two doing here?
Mako Uh, we were just transferred.
Lieutenant Well, you're getting transferred again. Amon wants extra security at the arena today.
Mako [Confused.] The arena? For what?
Lieutenant The rally. You should've been briefed about this.
Korra [Bows.] We'll be there, sir. [As the Lieutenant walks away. Whispering to Mako.] I know another way in. [They scoot to the side slowly and stealthily.]
Cut to another part of Air Temple Island. Korra lifts a wooden panel on a wall and they climb in.
Korra Let's hide in the attic.
They climb up through the attic's trapdoor.
Mako Uh, we're not alone up here.
The camera shows Tarrlok sitting on the floor, locked behind bars.
Korra Tarrlok?
Korra and Mako take off their chi-blocker masks.
Tarrlok I don't suppose you're here to rescue me.
Korra [Walks up to the cell.] We had no idea you were here. Are there other prisoners on the island?
Tarrlok No, I'm the only one.
Korra And what makes you so special?
Tarrlok I'm Amon's brother. [Korra gasps. Cut to the camera panning across the bay of Republic City and a view of Aang Memorial Island with the bay shrouded in fog. Voice-over.] Amon is from the Northern Water Tribe. [Cut to inside Tarrlok's cell looking outward at Mako and Korra.] He's a waterbender and a bloodbender, [Frontal shot of Tarrlok as he lifts his head up.] just like I was.
Korra [Surprised.] What?
Korra and an equally shocked Mako glance at each other and back at Tarrlok. Mako takes a step forward to Tarrlok's cell.
Mako Did you know this all along?
Tarrlok [Cut to Tarrlok.] No, [Bends his head down.] not until after he captured me.
Camera cuts to a side-view of the entire scene.
Korra How did your brother end up becoming Amon?
Tarrlok [Cut to a close-up side-shot of Tarrlok's face.] It all began with my father, [Scene fades to a smiling Yakone sitting in a hospital. A surgeon is standing in the background and he walks toward Yakone, who lies down on a pillow. Voice-over.] Yakone. With the help of his former gang, [Switch to Yakone's point of view as a nurse and the surgeon, holding a scalpel, loom over him.] he escaped prison and underwent surgery to change his appearance. [Camera fades to show the surgeon's point of view. A doctor cuts off Yakone's facial bandages to reveal his new face. All the bandages fall off and Yakone now looks younger and has darker hair.] He assumed a new identity, and settled down in the Northern Water Tribe. [Cut to some snowy hills in the Northern Water Tribe.] That's where he met my mother, [Cut to Tarrlok's mother, who is sewing a coat.] a warm, caring woman. [She looks at Yakone and slightly blushes. Yakone, though a bit surprised at first, in turn smiles at her.] Before long, they started a family together. [Cut to Yakone and his wife standing outside a home, a boy runs in front of the camera, laughing, followed by his younger brother.] Amon was the firstborn, under the name Noatak. I was born three years later. [The young Tarrlok plays with his older brother and attempts to tackle him, but falls into the snow. Noatak helps him out of the snow a cheers him up as he tears up. They laugh at one another.] Noatak was a good-natured kid, always looking out for me. Those were the good years. [Fade to the night sky, under which Noatak and Tarrlok practice waterbending with floating globs of water.] Before my brother and I discovered we were waterbenders. At first we were excited by our new abilities, but our training brought out a different side of my father.
Yakone Tarrlok, you'd better shape up or you'll be out here in the cold all night until you get it right.
Tarrlok I'm trying, but-
Yakone Try harder! [Tarrlok drops his glob of water.] Your brother was never this sloppy. [Tarrlok rubs his eyes as he tears up.]
Noatak Dad, he'll get it. He just needs time.
Yakone Don't talk back to me, son! Ever!
Tarrlok [Voice-over.] Even back then, my brother wanted everyone to be treated fairly and equally. [Scene fades to Tarrlok and Noatak pulling a sled.] When I was seven, my father took me and Noatak on a hunting trip far away from our home. [Cut to a campfire around which Yakone and his sons sit.] He told us his true identity was Yakone, Republic City's most notorious crime boss, and that he was once a bloodbender of rare skill.
Tarrlok [Inside the flashback.] What's bloodbending?
Yakone The most powerful and feared form of bending in the world. It was declared illegal thanks to that coward, Katara. Our family has the strongest line of bloodbenders in history. You boys have this power inside of you, and I will teach you to master it.
Noatak [Looks away with a slight sigh, and asks his father a question.] What happened to your bending, Dad?
Yakone The Avatar stole it from me. [Stands up.] That's why I brought you out here, to learn your destiny. You two will become bloodbenders of the highest order. When the time is right, you will claim Republic City and you will destroy the Avatar. You must avenge me. That is your purpose in life.
Tarrlok [Voice-over.] The good days were behind us. [Cut to Yakone and his sons hiding from a herd of yaks.] Every full moon, our father took us on another supposed "hunting trip," where he secretly trained us in bloodbending. [Yakone nods to Noatak, who stands up.] We kept the truth from my mother.
Noatak bloodbends the creature, making it stand up, and forces its head back. The yak groans in pain.
Tarrlok [Inside the flashback.] Stop! You're hurting it!
Yakone Toughen up, Tarrlok! You'll need a thicker skin for this. [Noatak lets the yak down and it runs away along with rest of the herd.] Very good, son, very good.
Cut to Yakone and his sons hiding from a pack of wolves during the day.
Tarrlok [Voice-over.] A few years later, my father taught us to bloodbend anytime, without the need of the full moon. [Yakone signals to Tarrlok, who exhales and gets up.] We practiced constantly, and I hated every minute of it. [Tarrlok jumps over the small ledge and uses bloodbending to make the wolves stand in a row and move from side to side. Closer shot of the wolves whining before Tarrlok lets them go.] I had no stomach for manipulating helpless animals. My brother, however, seemed to revel in this newfound power. [Noatak breathes and forces the wolves to come back.] He was a prodigy, mastering my father's psychic bloodbending technique by the time he was fourteen.
Noatak concentrates and the wolves turn around in unison. Noatak lifts his head, making the wolves rise in the air. Cut to a terrified Tarrlok, who gasps. Cut to Yakone, who briefly seems surprised at first, before smiling excitedly. Noatak lowers the wolves, making each one bow to him. The camera zooms back to Yakone and his sons.
Yakone [To Tarrlok.] That's the way it's done. That's what you need to strive for.
Tarrlok [Voice-over.] Even though Noatak was my father's favorite, it wasn't any easier for him. He carried the burden of all Yakone's expectations and demands. [Cut to Noatak sitting next to a ledge, as Tarrlok watches.] Something changed in Noatak over the years; [Close-up of Noatak. Cut to Yakone and his sons standing in the snow.] the loving brother I once knew became cold and detached. [Lightning and thunder strike in the distance.] Our father pushed us to extremes, and one day, he made us bloodbend each other.
Yakone Noatak, go! [Noatak inhales, and Tarrlok struggles against the bloodbending. Tarrlok falls to his knees, and Noatak narrows his eyes, making him lean back.] Excellent. [Noatak bows to his father and frees Tarrlok.] Tarrlok, your turn.
Tarrlok No. [Stands up.] I won't do it.
Yakone [Sternly.] Bloodbend your brother, Tarrlok!
Tarrlok That felt awful. I don't want to do that to anyone. I never want to bloodbend again.
Yakone You're a disgrace, a weakling. I'll teach you a lesson, you insubordinate- [Gasps and struggles against Noatak's bloodbending.]
Noatak [Moves to stand in front of his brother.] Stay away from him.
Yakone How dare you bloodbend me!
Noatak What're you gonna do about it? You're the weak one. [Bloodbends Yakone onto his knees.] You always say bloodbending is the most powerful thing in the world, but it isn't. The Avatar is. He took your bending away. What could be more powerful than that?
Yakone I made you what you are. You're mine.
Noatak We're your sons, [Swipes his hand to the side.] not your tools of revenge. [To Tarrlok.] Let's go. We can run away from him. [Narrows his eyes.] Forever.
Tarrlok Run away? But what about Mom? We can't just leave her.
Noatak He was right about you. You are a weakling. [Throws Yakone a distance away with bloodbending and runs off into the blizzard.]
Tarrlok Noatak! Don't leave! Please! Noatak!
Cut to Yakone's wife taking animal skins off a clothesline as Yakone and Tarrlok walk toward her.
Tarrlok [Voice-over.] My father and I searched for days, but we never found a sign of Noatak. We thought he perished in that storm. My mother was never the same after the loss of my brother. [The scene fades from Tarrlok's mother to Tarrlok's reflection on a plate. The camera pans up to show a depressed Tarrlok.] My father stopped training me. With Noatak gone, his hopes for revenge withered. [Yakone stands up and leaves the table.] And he passed away, a few years later.
The scene fades from young Tarrlok to older Tarrlok telling the story to Mako and Korra.
Korra That's one of the saddest stories I've ever heard.
Tarrlok Avatar Korra. I am truly sorry for all that I did to you. I thought I was better than my father, but his ghost still shaped me. I became a soldier of revenge, just like he wanted me to be. And so did my brother. The revolution may be built on a lie, but I think Amon truly believes bending is the source of all evil in the world.
Mako How did you figure out Amon is your brother?
Tarrlok When he took my bending, the sensation was somehow familiar. I later recognized it as my brother's bloodbending grip.
Korra So, he somehow uses bloodbending to take people's bending.
Tarrlok I don't know how he does it, but then again, I've never encountered a bender as strong as Noatak.
Korra How in the world do we beat him?
Mako We can't. Any attack we throw at him, he'll redirect with his mind. That's how he's been able to challenge any bender.
Korra [Pacing.] So much for our ambush. If we stay here, we're toast. But there's another way to beat him.
Mako How?
Korra This whole time, Amon has been one step ahead of us. But finally we have the advantage. We know the truth about him. If we expose him as a bender in front of all his supporters ...
Mako At the rally.
Korra ... We could take away his true power!
Mako And undermine this whole revolution!
Korra [To Tarrlok.] Thank you, for your help. [Tarrlok nods his head and shifts his eyes. Mako starts to leave, but Korra stops him.] We can't just leave him here.
Tarrlok [Standing up.] Go. Amon can't know anyone spoke with me. [Grabs the cell bars.] Defeat him. Put an end to this sad story. [Korra nods at him.]
Korra and Mako run toward the trapdoor and climb down. Cut to credits.






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