The scene, illuminated in blue and drowned by thunder, opens abruptly on a crazed Azula as she shoots lightning at the elderly siblings from the Water Tribe, who cower in the background as Zuko steps between them and Azula; Aang, still in the Spirit World, sits motionless behind Azula, his eyes and tattoos glowing. As the lightning leaves Azula's fingers, Zuko extends his own arm, the bolt of electricity meeting his fingertips. Absorbing the energy into himself, he guides it through his own body, moving it from his left arm down to his stomach and back up to his right arm. A second crash of thunder rends the air as Zuko, extending his arm to the sky, allows the lightning to exit his body, emptying harmlessly into the sky as Katara and Sokka shield their faces beside him. As the bolt dissipates and wisps of smoke rise from his shoulders, Zuko stares Azula down, his hair frazzled and his face filled with fury.
Zuko Did you forget, Azula? I know how to deal with your lightning.
Sokka [Taking a cautious step back, his expression one of terror.] Whoa. I think I might be scared of you again.
Zuko Misu and Rafa have nothing to do with our mother! How could you even think--
Azula [Still crazy.] But that's exactly what she wants you to believe! Zuzu, how could you be so naive?!
Zuko [His expression softening.] You're right. I have been naive. [He turns to Katara and Sokka.] Take her down.
Katara immediately draws the water from her pouch as Sokka reaches back and takes his boomerang in hand.
Katara Gladly!
Sokka It's about time!
Misu [Attempting to intervene as Azula blasts fire at Sokka as she dodges his boomerang.] No, don't do this! The Avatar is trying to bring the spirit here! You mustn't cause such a disturbance!
As Azula lands and Sokka's boomerang returns to him, Katara freezes Azula's foot to the earth with waterbending.
Azula Oof!
A sudden voice from the water's edge abruptly cuts the battle short. Aang is on his feet.
Aang She's right. Stop.
Sokka Gah!
Katara Aang, you're back!
Sokka [Relieved.] Whew! It's just you, Aang! This forest is so creepy, I half-expected another creepy-face!
Aang [Casually gesturing toward the pool.] You mean like those?
Sokka [Reeling back in terror.] Gah!
The once-pristine surface of the pool is broken as several bluish masks bob to the surface, their eyes facing the sky. More of them appear as Aang turns to speak to the group, pointing at the pool over his shoulder.
Aang Listen to Misu, everybody! No more fighting! We're about to have a visitor.
The masks grow more numerous, cramped in the limited space of the pool, and the surface is broken by a massive upwelling of water as the Mother of Faces erupts from the depths, her masks floating into the air and surrounding her tall, slender body.

Flashback to the past. Morning has broken over Hira'a, the low sun casting shadows over the tiny awakening village, including the man and woman seated together at the makeshift café. A big, happy-looking man serves them as they converse casually.

Gurihiru - The two are eating loco moco, a Hawaiian specialty.

Ursa Your name seems like such a strange coincidence.
Noren How so?
Ursa In Love Amongst Dragons, the Dragon Emperor took the name Noren when he entered the mortal world. Now you, a man named Noren, direct that very play. Unusual, isn't it?
Noren [Wiping his mouth.] Well ... you may have a point there, Ursa.
Ursa [Shocked and panicked.] I'm certain I never introduced myself!
Noren Oh! I--
Ursa [Standing.] I don't know what kind of game you're playing ... Thank you for the breakfast. Good day.
Noren [Standing himself as she turns away from him.] Please, don't go! Sit down! Let me explain!
He lifts his hand to his shoulder, embarrassed; as he speaks, Ursa stops in her tracks, her eyes widening as she takes in the full meaning of his words.
Noren When we were six, you kicked me in the stomach and pushed my face in the dirt. When we were twenty-one, you shattered my heart.
Slowly, she turns her head, realizing Noren's true identity.
Ursa [Whispering.] It can't be ...
Noren [His expression almost stern now.] And now, you're going to walk away before we even get the chance to have a proper conversation?
As tears well in his eyes, Noren's facade succumbs to his emotion.
Noren My dear Ursa, don't you think you've hurt me enough?
Tears flow freely down Ursa's face as she stares into Noren's eyes, a soft smile blooming on her face.
Ursa Ikem.
Flash forward to the present. The Mother of Faces bows herself over Zuko, Aang, Momo, Katara, and Sokka, who stare in wonder back at the towering spirit.
Mother of Faces I am the Mother of Faces. Through me, separateness came into the world. Through me, came identity. The many one became the many. I walk through my forest once a season, but never have I strayed from the path my wolf chooses for me. I do so now in deference to the Avatar, the great bridge between the spirits and the humans.

Gene Luen Yang - It took us a few rounds to get Mother of Faces right. I wanted Mother of Faces to be ancient and majestic and slightly terrifying, but I just wasn't sure how to get that across. I had her described as a Korean queen, but after Gurihiru's initial sketches, we quickly realized it just didn't work. Eventually, Gurihiru and Mike worked together to create the spirit that now appears in the book. They took inspiration from certain depictions of Guan Yin, the goddess of compassion.

Michael Dante DiMartino - Getting the right design for Mother of Faces took a few passes. We wanted her to feel primal, ancient, and mysterious. We sent Gurihiru photos of multi-headed Hindu goddesses for reference. I think she's a great addition to the pantheon of Avatar spirits.

Aang [Muttering under his breath to Sokka.] See? What'd I tell ya?
Sokka [Whispering back, astonished.] All right, all right, so you're Great Bridge Guy! Nobody ever said you weren't!
Mother of Faces I am a generous spirit, softhearted and kind.
Zuko [To Aang.] Maybe she knows where my mother is.
Aang Spirits know a lot of things. You should definitely ask.
Mother of Faces Each season, I grant one favor to one human. You may make your request now.
Aang turns, utterly crestfallen, to face Zuko and Misu, who stand side by side in the shadow of the spirit, taken aback by the sudden restriction.
Aang Wait. Just one?
Mother of Faces One. [Aang faces the spirit again as she speaks.] Humans like you often chase after me, begging for new identities. Have you come to do the same?
Aang [Awkwardly.] See, here's the thing--we actually need two favors. I'm sure a big-and-gigantic-yet-beautiful-and-lovely spirit like yourself can handle two favors, right? Your, uh ... Face-iness?
Mother of Faces Do not test my generosity, young Avatar. One.
Zuko [Looking at Rafa and Misu.] They've waited for so long. If there's only one, it should be theirs.
Aang [His hand on Zuko's shoulder.] I'm sorry, Zuko. We'll keep looking for Ursa on our own after this.
Zuko [Gesturing for Misu to make her entreaty.] Go ahead, Misu.
Misu Thank you, thank you!
As Misu approaches the Mother of Faces, Azula suddenly breaks the block of ice imprisoning her ankle.
Azula Ridiculous!
Misu [Addressing the spirit.] M-Mother of Faces, on behalf of my b-brother, I ask--
Azula [As she runs past Zuko toward the spirit, looking angry.] You're such a constant disappointment, Zuko! Even when you're strong, you're weak!
Zuko Azula!
Azula [Sprinting in front of Misu, yielding her own request over that of the waterbender.] We seek a princess of the Fire Nation named Ursa! Tell me where to find her!
Misu No!
The Mother of Faces uncurls the talonlike fingers of her left hand and the head and shoulders of Ursa appear, floating like mist in her palm.
Mother of Faces Ursa. I remember her. I could not understand why a human of such beauty would ask for a new face. To test her sincerity, I offered her one as plain as can be.
The misty form floating in her hand changes, morphing into the face and shoulders of Noriko.
Mother of Faces She accepted.
Zuko That's Noriko! [He whirls around.] Azula, our mother is--
Sokka She's gone!
There is a tunnel blasted through the vines behind them through which Azula vanished.
Zuko [Sprinting toward the tunnel.] I know exactly where she's going--back to Hira'a, back to Noren's house!
Misu [Calling after Zuko.] Wait! You're trying to get back to the Fire Nation town just outside the forest? [As Zuko, standing at the edge of the tunnel, pauses, she points off toward her left.] There's a shortcut this way.
Zuko Thank you.
Misu You were kind to us.
Zuko I'm sorry--
Misu Go.
As Zuko runs past the entrance and toward the shortcut, Sokka yells from behind him.
Sokka Hold on, Zuko! [Catching up.] I know sisters can be a pain to deal with, and mine's not even crazy. You're gonna need backup.
Zuko [Smiling as he runs.] Thanks.
Sokka and Zuko disappear into the forest, while Aang and Katara watch them go.
Aang We've gotta help!
Katara [Facing back toward the pool.] Yeah--but who?
The Mother of Faces, having granted her one request, is pulling herself back under the water. Misu, standing at the water's edge, has resorted to bending the pool's water around the body of the spirit, attempting to stall it.
Misu [Desperate.] Don't leave us yet, I beg of you!
Mother of Faces [Straightens herself up; angered.] Foolish human! You dare bend the water of my sacred pool?!
Misu We've spent years waiting for you!
Aang She didn't mean any disrespect, Your Face-iness! She just--
Mother of Faces Goodbye, Avatar.
The Mother of Faces quickly sinks into the water.
Aang No, please--come back! Come back!
As Katara looks on, Aang takes a running start and dives headfirst into the water of the sacred pool.

Flashback to the past. Noren and Ursa are in a storage room full of acting props; shelves of helmets, racks of clothes, sections of set backgrounds, a display of masks, and other objects fill the room.

Ursa Ha ha! The old prop warehouse! All the clutter! I guess the new director isn't any more organized than Grandma Guchi! [She walks to the wall displaying all festival masks and takes the mask of the Dragon Emperor in her hands.] These masks ... They're so beautiful. When I was in the palace, I secretly had a set of these made to remind me of the acting troupe. To remind me of you.
Noren [Hanging his head.] After you left, I died. Not literally, but I may as well have. Everyone in town knew us as Ursa and Ikem. Sometimes, folks would come up to me and tell me things would be okay, but deep down they knew they were lying. Other times, they wouldn't say anything. They would just stare, like I'd been disfigured. Maybe I had. [Ursa turns toward Noren, her head down and her eyes closed.] It was too painful to stay here, yet it was the only home I'd ever known. So I did what people do when they want to forget their own misery. I went down to Forgetful Valley. [He takes the mask from Ursa, the frame zooming on it in his hands.] And there--the most amazing thing happened. You know how people talk about the Spirit World? Well, it's all true. [He puts the mask on his own head.] A powerful spirit walks through Forgetful Valley from time to time ... and if you're lucky enough, she will give you a new face. A new identity ... a new life! I came back to Hira'a as a different person.
Ursa [Putting her hand to his face as she removes his mask.] It all seems so impossible. But here you are, right in front of me. My dear Ikem, with a new face. Why didn't you marry? Have children?
Noren [His eyes closed, head bowed in sadness.] Ursa ... you know why.
Ursa [Regarding the mask while she speaks.] So Ozai was lying, then. He never found you. Your new face kept you safe this whole time.
Noren [Putting his hands on her shoulders.] You know ... a new face can keep you safe, too! I'll take you down to Forgetful Valley and we'll find that spirit! Then we can both start over, together!
The view focuses on Ursa's face as she considers the thought, a slight smile on her face. She glances back down at the mask, the frown returning.

Mike - Gurihiru drew Ursa beautifully on this page and throughout the whole graphic novel. And the way Gene wrote her throughout the story really deepens her as a character.

Ursa There's so much about my life in the royal palace that I want to leave behind ... but I'm a mother now. You understand? I can't leave my children behind. [She turns and puts the mask back in its place on the wall display.] But if I got a new face ... a new identity ... maybe I could return to the Capital City undetected! Maybe I could at least see my children again ... make sure they're okay!
Noren [Worried.] But what then? Would you stay in the city, hoping to catch a glimpse of them from time to time? Watch them grow up from afar? What kind of life is that?
Ursa [Turning toward Noren, though avoiding his gaze with a pained expression on her face.] You don't know what it's like. They're always here. A part of me wonders what they're doing ... wonders if they're happy of sad or in pain ... always. It's torture. [The view focuses on Noren's expression of worry and hurt, having experienced exactly the pain that Ursa speaks of about her for so many years. Ursa walks to him and puts a hand on his arm.] Come on. Let's go down to Forgetful Valley, Ikem. Let's go meet this spirit of yours.
Flash forward to the present. Aang swims deeper into the pool; bending a ball of air around himself, he takes a few breaths and looks at his surroundings, mouth agape. The pool is extensive, containing whole schools of fish and other kinds of animal life. Several of the creatures, including a manta ray and some of the fish, exhibit the spirit's face-markings on their bodies; even the long, thin fingers of rock rising from the depths of the pool bear faces of their own. He presses on, diving ever deeper into the darkening water.
Aang Mother of Faces, you gotta hear me out! Those two siblings have searched for you for years and years! They have one small request! For someone as powerful as you, it'll take just a moment!
By now, the water has turned a deep shade of indigo. Aang, stopping for a second, suddenly sees four masks to his left, looming through the dark water, pinkish-purple and circular.
Aang Mother ... ?
Without warning, the masks sprout legs and claws, turning themselves into giant crabs, two spots of light permeating the dark from under the lips of their shells. They immediately attack Aang.

Gurihiru - The idea for the faces on the crabs' shells comes from Beijing opera.

Aang Aah!
Taking a deep breath, Aang bursts the bubble in which he is floating and fights back, bending a stream of water at the crabs, some of whom tumble away. The remaining two crabs have their claws frozen in blocks of ice. As they disappear, Aang reforms the air bubble around himself. Coughing and gasping for breath, he yells into the emptiness.
Aang Mother of Faces, how could you be so cruel?!
Immediately, a loud rumble issues from the floor of the pool, a heavy cloud of bubbles rising out of the darkness. Investigating, Aang finds, to his further shock, a massive rock looming out of the darkness below in the shape of a skull. It rumbles and shakes as light and bubbles emanate from its mouth.
Aang Yeow!
As Aang looks on, a huge blast of energy erupts from the skull's mouth with a flash of light and a resounding boom, obliterating Aang's pocket of air and forcing him upward. The surface of the pool explodes upward with a great whoosh, sending Aang flying into the air. Katara, standing with Misu and Rafa, whirls on the spot and sees him tumbling helplessly through the air, and catches him on a cushion of water just before he hits the earth on the edge of the pool.
Katara Aang!
Aang [Landing hard as the spray from the pool falls like rain.] Oof! [Katara helps him to his feet.] I'm all right.
The pool explodes once again and Aang and Katara turn to look at the Mother of Faces, bending over them, furious.
Mother of Faces Since the beginning of time, I've fashioned faces with great care and deliberation--with all my heart! In each face, I put a piece of my own being! But then these--these humans trample into my forest to make demands of me as if I were their servant! They dare ask me to replace my precious gifts with new ones! Do you know how it feels to be told by such insignificant beings that your work is inadequate?
Aang That's not what they mean--
Mother of Faces The humans are so pitiable and my kindness so profound that I swallow my pride and grant their requests! [She bends over, her face right in front of Aang's.] Once a season, however, is all I can tolerate! You, Avatar, are supposed to be the best of the humans--yet you jump into one of my sacred pools and defile it with your presence! You scold me like I'm a child! [Straightening up once more.] Avatar or not, you humans are the same: selfish, shortsighted, insolent! Get out of my forest. And take your friends with you. GET OUT!
As she delivers her final command, the forest around the pool comes alive; every animal in every tree turns toward the pool where the Mother of Faces and the humans stand, repeating the command "Get out" themselves.

Gurihiru - Since Mother of Faces does not have eyes or much facial expression, we expressed her emotions with color. Here, she is angry, resulting in a stronger red.

Flashback to the past. A succession of frames show several scenes: Ursa and Noren, carrying packs and holding hands, walking through the narrow canyon at the entrance to the valley; the two of them walking past the boulder with the four marks on its face; Ursa with eyes closed, leaning against Noren as they sit on the thick branch of a tree under the full moon. The frames continue: Noren sawing through a small tree limb as Ursa collects fronds behind him; Noren building the supports for a shelter, Ursa holding her fronds; Ursa holding a large leaf over Noren as he tries to start a fire in the rain; a shirtless, bearded Noren leading Ursa through the forest, both of them holding spears. The view changes to the two of them sitting around a fire, talking as they eat stew near their shelter.

Gurihiru - We did this scene to contrast with part 1, where Ikem goes into the woods alone. But since he is with Ursa, nothing tragic happens.

Noren Oh, come on! My cooking's not that bad!
Ursa [Smiling.] You're right. It's better than the dirt pie you made yesterday. Maybe I should do all the cooking from now on.
Noren [Laughing.] Ha ha! And maybe that was my plan all along!
The conversation stops abruptly as they listen to a sound moving through the forest. They stand and move to the edge of the pool, peering out from behind a tree at the giant spirit wolf slurping placidly at the water.
Ursa Noren, is that--?
Noren The wolf spirit. That means we're in the right place. Mother of Faces must be near.
Ursa suddenly bows her head in sadness.
Noren [Comforting.] Don't be sad, Ursa. This is what you want. With a new face, you might be able to see your kids again.
Ursa [Tears welling in her eyes.] These last few months, living in the forest with you ... I feel like I've finally found my place in the world.

Gurihiru - To show the passage of time, we made Ursa's hairstyle the same as in her younger days.

Noren [Grasping her shoulders, looking into her eyes.] Maybe there's another option! What if you bring your kids back to Hira'a? We could all live together, like a family!
Ursa You don't know what Ozai is like. I wouldn't just be endangering me and my children, I'd be endangering you. And probably the whole town.
Noren's eyes widen as he takes in what she says. He reaches out to her as the masks begin bobbing to the surface and the water begins to bulge upward, the wolf spirit siting on the far side of the pool.
Noren Let's go.
He steps aside as the Mother of Faces emerges from the water, leaving Ursa to face the towering spirit alone.
Mother of Faces Human, what do you ask of me?
Ursa [Her head bowed.] Mother of Faces, pardon this intrusion. My name is Ursa. I--I heard you can give me a new face--a new identity.
Mother of Faces [Reaching an upturned hand down toward Ursa, a face coalescing in midair over her palm.] Why would a woman of such beauty desire a new face? Would you be willing to accept one much plainer than your own?
Ursa [Looking up at the spirit.] Any face will do, as long as it's new.
Mother of Faces [As Ursa regards the face being offered her.] Ursa, I sense much pain in you. Do you really believe a new face will relieve you of this pain?
Ursa No. Of course not. My pain comes from the memories of a life that I did not choose for myself.
Mother of Faces I can do more than give you a new face. I can give you a new mind--one that does not remember the life that came before.
Ursa's mouth drops as she hears the revelation and turns to look at Noren, who looks worried.
Ursa Will I remember him?
Mother of Faces Is he a part of the life you wish to forget?
Ursa No.
Mother of Faces Then you will remember him.
Ursa [Bowing her head again.] How about my children? Will I remember my children?
Mother of Faces Are they a part of the life you wish to forget?
Ursa Yes.
Mother of Faces Then you will not remember them.
Ursa puts her hands to her face, tears forming in her eyes.
Mother of Faces You must decide.
Ursa [Dropping her hands, whispering.] Zuko ... Azula ... I'm so horrible ...
Mother of Faces Do you wish to have both a new face and a new mind?
Ursa [Her eyes closed, her hands folded in front of her.] Yes.
Mother of Faces Hold still.
The Mother of Faces extends her long, vine-like fingers toward Ursa's face, the misty apparition of the face rotating in midair until it faces away from Ursa. It moves toward her, the mist at the back of its head reaching out to Ursa's face. As the spirit's fingers reach Ursa's chin, the face attaches itself to Ursa, enveloping her own face completely. The Mother of Faces places her hands over Ursa's head; a yellow glow emits from her head as the new face fuses itself to her.

Mike - I remember when Gene first pitched me the idea of Mother of Faces. I was intrigued but a bit worried about her powers being a bit too magical. Around the same time, Bryan, the writers, and I were developing more of the mythology around the spirits for book 2 of Korra. For one of the episodes, we came up with the idea that spirits can take over a human body for a short time, but at great peril to the human. I asked Gene to apply that concept to Mother of Faces, so by making physical contact with Ursa, she can alter her appearance. This is one example of how the work on the series influences what happens in the graphic novels.

Ursa [Screaming.] AAH--!
Noren [Rushing forward, the Mother of Faces clasping her hands ever tighter around Ursa's glowing head.] Ursa!
As he draws near, the light breaks and he halts, watching as the Mother of Faces removes her hands from Ursa's face. As Ursa stumbles around, her eyes not opening, the Mother of Faces disappears into the depths of the pool once more.
Noriko [Reaching around, blindly.] Noren! Where are you?!
Noren rushes to her again, this time reaching her. She wraps her arms around his neck.
Noriko Noren ... ?!
Noren I'm right here! [Her eyes open and Noriko sees him for the first time.] I'm right here. I'll always be right here.
The next frame shows Noriko, who wears a flower in her hair, and Noren, properly groomed, kissing; the view pulls out to show the two of them are kissing at their wedding, flower petals falling all around them and people cheering.

Flash-forward to the present. Night has fallen over Hira'a; Zuko and Sokka walk around the side of a house, where yellowish light shines from a propped-open window, spilling into the alley.

Sokka [Club in hand.] It's so quiet.
Zuko Too quiet.
Zuko stares through the window before a sudden look of shock crosses his face. He moves to the wall of the house, his head next to the window as he looks through more succinctly.
Sokka Zuko, what's going on in there? Noren's family ... Don't tell me Azula--!
The view changes, showing both Zuko's face and the interior of the house, where the family is seated around the low table, a smiling Noriko wiping Kiyi's mouth.
Zuko No. They're fine. They're eating dinner.
Sokka [Lowering his club and sighing.] Whew! I thought maybe your sister had done something awful!
Zuko [Looking back through the window.] Good thing Misu's shortcut worked!
Sokka So ... that's really your mom?
Zuko [Eyes closed.] That's her. [He begins walking away from Sokka, around the side of he house.] Listen. I'm going inside. Can you stay here and keep a watch for Azula?
Sokka Sure. Anything you need, Zuko.
Zuko walks to the closed front door in the darkness and knocks twice. The door opens, revealing Noren on the other side.
Zuko Noren. [Bowing his head.] I know it's late, but I--
Noren I had a feeling you would return.
Zuko [Somewhat taken aback.] What do you mean?
As Noren turns to glance back into the house, a piercing shriek cuts the relative silence.
Kiyi YIII! You came back! You came back because we're best friends! [She slams into his waist, hugging him.]
Zuko Kiyi! It's good to see you again!
Kiyi [Dragging him inside by his arm, exuberant.] Come eat dinner with us!
Zuko I don't know if--
Noren [Closing the door.] No, please. Join us.
The shot changes. Zuko and the family are sitting around the table. Zuko, in contrast to the pleasant, happy expressions worn by Noren, Noriko, and Kiyi, wears a look of apprehension and unease.
Noriko [Noticing Zuko, speaking kindly as the window zooms on her face.] You haven't touched your food yet. Is something wrong?
Zuko Do you do this every night?
Kiyi What, eat dinner? Doesn't everybody eat dinner every night?
Zuko No, I meant eat dinner together. Like this.
Noriko [Her arm on Noren's shoulder.] Yes, of course. That's why we're eating so late. I insisted we wait until Noren came back.
Noren I appreciate that, dear. Rehearsal ran over.
Noriko So what brings you back this way? Looking for more details on the Hira'a acting troupe?
Zuko [Head bowed.] No. I came to find-- [He raises his head, his expression plain.] Tell me, Noriko. Are you happy?
Noriko [Taken aback.] What an odd thing to ask!
Zuko [Desperation starting to show in his face.] Just answer me. Please.
Noriko [Responding happily, gesturing with her arms.] Yes. Of course. I'm where I belong.
Hearing this, the corners of Zuko's mouth upturn in a tiny smile. He gets to his feet, speaking.
Zuko I've bothered you folks enough. Have a good evening.
Noren No. Stop.
As Noriko has been regarding Zuko with a mildly confused look, Noren has been sitting silently with his head dropped toward his lap. He turns to his wife, grasping her hand with both of his and looking into her eyes.
Noren Noriko, I knew this moment would come sooner or later.
Noriko [Further confused.] What's going on?
Noren [To Zuko, whose back is to the couple.] Go ahead, young man. Do what you came to do. Tell her you haven't forgotten who you are.

Gurihiru - The script called for chairs and tables, but we changed them to a Japanese-style lowtable (chabu-dai) and cushions (zabuton).

Zuko pauses for a moment before turning to Noriko and speaking.
Zuko My name is Zuko. I am Lord of the Fire Nation--and I am your son.
Cut to the forest, where a vast variety of animals are attacking Aang, Katara, Rafa, and Misu, with Aang and Katara trying to fend off the creatures as the Mother of Faces watches from behind them; the multitude of animals continues to cry "GET OUT!" as they dive from the trees and scramble from the brush, surrounding the group.
Aang Try not to hurt them!
Katara Because they're spirit animals, I know!
A gorilla with long fangs advances on Misu, who reels feebly away from it as it screams the spirits' mantra.
Misu AAAH!
The gorilla's hands are suddenly frozen when streams of water fly through the air, enveloping its hands in chunks of ice.
Misu Thank you, Katara!
Katara We waterbenders have to look out for each other!
Aang looks up as Momo does battle with a parrot, seeing the animals waiting in the face-bearing trees, cloaked in shadow. The forest animals continue their chaotic chant of "GET OUT!"
Aang [Giving up.] We've gotta do what they say! Let's go!
Misu [Standing beside Rafa, who sits still in the clearing.] No. [Looking up at Aang.] My brother and I aren't leaving this forest until we have what we came for!
Aang You can come back later! I'll help you get back! But there's no way the three of us can fight off an entire forest!
Suddenly, a flock of spirit-crows swoops down on Rafa and Misu.
Aang Watch out!
Aang bends a blast of air at the crows, unintentionally hitting Rafa and Misu in the process. Rafa's wooden mask is dislodged from his face in the process, tumbling away as the gust hits him, revealing that his eyes, mouth, and other distinguishing features are gone, the front of his head covered by nothing but smooth, unbroken skin. Katara gasps, her hand over her mouth and her eyes wide, as Misu, seeing what has happened, frantically begins searching for Rafa's missing mask.
Misu No! His mask! He needs his mask! Help me find it!
Aang stares at Rafa's featureless face, the animals still screaming in the background.
Aang Wait, I've seen something like this before ... when I met Koh the Face Stealer!
The Mother of Faces hears Aang's exclamation. She suddenly raises a hand above the chaos below, speaking over the cacophony.
Mother of Faces Quiet.
The voices die instantly and The Mother of Faces bends over Aang.
Mother of Faces Repeat what you said, Avatar.
Aang Koh the Face Stealer. He's a spirit who looks kinda like a bug ugly sow bug with these big ugly legs and a bunch of big ugly faces. He's--
Mother of Faces [Cutting him off.] He is my son.
Aang [Astonished.] Koh the Face Stealer is your son?!

Gene - In my opinion, Koh the Face Stealer is one of the best villians ever created, in any fictional universe. Since we had this theme of faces running through The Search, I knew Koh had to show up, even if it was only a mention in dialogue.

Mother of Faces That is not the name I gave him, but yes.
Aang [Raised his arm to his head.] Oh, heh heh. Did I say "ugly"? I meant, uh--
Mother of Faces He's been estranged from me since time began. The legends say that he misses me so much, he's spent all of history stealing faces. How do you know him, Avatar?
Aang We've met. And to tell you the truth, Mother of Faces, your son isn't the nicest of spirits. He took someone important away from one of my past lives. And yet my past life spared him.
The Mother of Faces says nothing, but places her hand over Rafa's head, her palm on his face. As Misu and Katara stare in shock, Rafa's head begins to emit a yellow glow.
Mother of Faces I can feel his handiwork here. It's been so long since I've seen him.
She encloses his head in her fist, the glow intensifying. A few seconds pass and muffled noises begin emanating from beneath the spirit's hand.
Misu [Worried.] What's going on?! Is she hurting him?!
As the Mother of Faces removes her hands from Rafa's head, the yellowish glow fades. Rafa gasps and raises his hands to his head, panting. Misu approaches her brother, her hand outstretched; Rafa lifts his own face to meet hers, smiling.
Rafa Hey, sis.
Misu Rafa ...!
Aang and Katara, tears in her eyes, watch as the two siblings embrace. The two of them, holding hands, turn to face the Mother of Faces.
Aang Thank you, Mother of Faces. I know we humans can be aggravating. So often, we're ungrateful for what we've been given. Maybe I was out of line when I asked you for two favors instead of one, but I really needed your help to restore two relationships: One between a sister and a brother-- and another between a mother and a son.
As Aang finishes, the scene switches back to Zuko at Noren's house. While Noren sits, head bowed, Noriko and Kiyi both stare at Zuko, standing over them, with the same look of astonishment.
Noren [Lifting his eyes to Zuko's.] When I saw you in the crowd, I immediately recognized you because of your scar. I had learned all I could about Ursa's life in the royal palace. I knew it would come back to haunt us someday. [Still seated, he bows his head toward Zuko.] Forgive me for not confessing the whole truth when you and your friends were here, Fire Lord. I had hoped to give you enough information to satisfy you, yet still protect my home here with Ursa.
Noriko [Turning to Noren.] "Ursa" ...?
Noren [As Kiyi walks over to her mother.] That was your old name, my love, from your old life. You were once a princess of the Fire Nation. You had two children, one of whom grew up to be the Fire Lord.
Kiyi [Confused.] Mommy? What's Daddy talking about?
Noren You don't remember any of this because a powerful spirit altered your memories. [Turning back to Zuko.] I also have an old name. I used to be known as Ikem.

Mike - Although Bryan and I had never pinned down the exact details surrounding Ursa's exact whereabouts, I had always thought that amnesia would play a role in some way. I knew there had to be something big keeping Ursa from contacting Zuko all these years.

Zuko [Eyes widening.] Ikem! Then ... then maybe this is where I belong too. [He sits down at the table again.] With my mother, my sister-- [The briefest of pauses.] --and my father.
Noren [Taken aback, looking shocked.] No ... but that's not possible ... Ursa and I, we never--
Noren's explanation comes to an abrupt halt as a resounding crash sounds from behind Noren, outside the house; they all turn to look in the direction of the disturbance. Kiyi runs to her father, clutching her father tight as Zuko rises.
Noren Fire Lord, what's going on?!
Zuko Stay here. I'll go find out.
Noren and Noriko watch anxiously as Zuko walks toward the door; the sounds of a scuffle can now be heard.
Kiyi [Frightened.] Daddy, I'm scared!
A thumping from the other side of the thin panels of roof above them can be heard; Kiyi points up as Noren speaks.
Noren Sounds like someone's fighting on our roof!
As they stare at the ceiling, apprehensive, little fragments of roof flutter down through the air and, as the roof begins to sag downward, the crackle of electricity being charged penetrates the small room, causing Zuko to realize what is about to happen.
Zuko Oh no.
A flash of lightning blasts through the ceiling, accompanied by roaring thunder, and the roof collapses into the room. Noriko and Noren, holding Kiyi, both reel from the explosion as Azula and Sokka fall through the void toward the floor. Azula's arms extend toward the ground as the lightning crackles at her fingertips, while Sokka is holding his club behind his head. Zuko watches them fall down and as Azula lands, she immediately gets to her feet and kicks out at Zuko with a blast of fire from her foot.
Azula I said get out of my way!
The kick lands squarely in Zuko's chest and he tumbles backward.
Zuko [Groaning in pain.] NGH!
Azula stands on the table, staring down at Noriko as Noren and Kiyi look on, the interior of their house spackled by blue flames.

Gurihiru - In contrast to the warm colors before Azula arrives, we changed to colder colors here to show the tension after her appearance.

Azula You! Finally! I can't tell you how long I've dreamed of this moment!
Kiyi [Crying out in terror, reaching for Noriko.] Mommy!
Azula [Glancing briefly at Kiyi, her eyes still wild, before turning back on Noriko, swinging her arms as her fingers begin to crackle with energy.] Tell me, Mother, did you have to have a new daughter because your last one turned out to be such a monster?!
Sokka [Interrupting, on his feet facing Azula, his arm swung to the right.] Stay back, Azula!
Azula [Rounding on him, stifling the lightning.] HA HA! Back for more, snow peasant?! Where's your little toy?
Determinedly, Sokka points at the space behind Azula's head.
Sokka Right there.

Gene - Sokka is to Team Avatar what Hawkeye is to the Avengers. He's a normal guy who hangs out with, and goes up against, the uberpowerful. Here, we show how he does it -- with wit and cleverness.

On cue, Sokka's boomerang cuts through the air, catching Azula directly in the back of the head. She crumples to her knees, staggered, as Sokka catches his weapon and yells to the terrified family and Zuko.
Sokka Everybody, scatter!
Noren [Reaching for Noriko, Kiyi in his arms.] I need to help my wife!
Sokka [Restraining him.] Let's make sure your daughter's safe first! Move!
As Sokka hurriedly ushers Kiyi and Noren from the house, Azula rises to her feet, a hand on her head. Noriko, separated from them by Azula, runs toward the opposite wall.
Azula [Glaring at the fleeing Noriko.] No more distractions! [She leaps through the air, arms outstretched as Noriko turns to look at her attacker.] You're not going anywhere! [Noriko's head slams against the wall as Azula pushes her against it, holding her in place with her right arm and igniting a flame with the other, staring furiously at her captive.] It all ends right now!
Noriko [Weakly.] I don't know ... what you're ... talking about ...
Azula Oh really, Mother?! So I've imagined all this? You haven't been trying to take me down from the moment I was born?!
Zuko [Back on his feet.] Azula, let her go!
Azula Stay back, Zuzu! I'm warning you!
Noriko [Putting a hand softly to Azula's face with tears in her eyes.] If what you say is true ... If I really am your mother ... Then I'm sorry I didn't love you enough.
Tears appear in Azula's eyes as she processes what she is hearing. Zuko, seeing his chance, grabs her by the arm holding Noriko against the wall, putting himself between the two.
Zuko Get away from her!
Azula No!
Azula sends a fire blast at Zuko, but he quickly dodges and responds with a fiery kick of his own. Azula, performing a back-flip, is able to evade the attack and immediately responds with a fire blast that destroys a pot when Zuko gets out of the way. Azula kicks with her heel at Zuko, but the prince gets out of the way, resulting in Azula destroying a cabinet. She punches at his face, but Zuko moves out of her reach.
Azula [Starts lightning.] Oh for crying out loud, stop moving!
Zuko [Getting ready to redirect the bolt, one arm raised in front of him, poised to catch it.] Don't do it. I told you already, I know how to deal with your lightning. I can redirect it anywhere.
For a moment, Azula stares at her brother, a bead of sweat on her forehead and fury in her eyes. She sends lightning at Zuko, letting out a scream of uncontrolled rage. Zuko, extending his arm to meet the energy, receives it and redirects it straight back at Azula; as thunder fills the room, the blast hits her square in the chest and she flies backward, groaning. With a resounding crash, she collides with the wall behind her. As Zuko advances on his sister, she looks up at him, almost imploringly, pointing at her head.
Azula Don't you get it, Zuzu?! You and I will finally be free! You of a throne you never wanted, and me of this incessant nagging in my head!
The view cuts to Noriko, surveying the siblings with worry etched in her face.
Zuko No. You're wrong.
Azula [Holding the letter.] Oh, stop kidding yourself! The other morning when you had me over that cliff, why didn't you just let go? You could've gotten rid of me and this letter! It would have been so easy! Admit it! You need me to help you be free!
Zuko [Withdrawing the royal headpiece, looking at it as he talks.] In my heart, I know--I've always known-- [He slides his topknot through the more basic metal loop before putting the crown itself in its place on top of his head.] --that the throne is my destiny. [He looks at Azula.] That morning on the cliff ... Azula, our relationship is so messed up. It's been like that as long as I can remember. And maybe it'll be like that for the rest of our lives. But one fact never changes. No matter what, you're still my sister.
Azula Shut up.
Her eyes are closed, a tear leaking from one of them. Breaking down, she screams once more.
Azula Shut up!
She sends a ball of fire at Zuko, who easily sidesteps it; the letter falls abandoned from her hand as she sprints from the room, her eyes still closed, blindly running through the tattered wreck of what was once the back wall. Zuko picks up the letter, calling after his sister.
Zuko The letter! [As Azula runs toward the wilderness beyond, Zuko and Noriko follow her.] Azula! Come back!
They chase Azula into the countryside. After some time, Zuko, with Noriko still behind him, yells to Azula again.
Zuko Come back! Please! I can help you! I want to help you!
Azula stops. Turning to face her brother, tears streaming from her eyes, she speaks to him.
Azula Same as always, Zuzu. Even when you're strong ... you're weak.
She turns away, running away, disappearing through the narrow cleft in the rock leading into Forgotten Valley. Zuko calls after her again.
Zuko Azula!
As Zuko stares after his sister, now swallowed by the darkness, Noriko reaches toward his shoulder with one hand, pointing into the distance with the other.
Noriko Fire Lord, look.
The view changes to display the scene before them. The forest in front of them, dominated by the cliffs lining it, is suffused by a glowing blue mist as the first rays of the rising sun shade the dark sky a warming yellow; a flock of birds take flight from the trees as the Mother of Faces rises from the valley floor, her now-massive form dwarfing the cliffs as she stares directly at the two humans on the ground. In the distance, high above the ground, Aang and Katara soar through the air with Aang's glider; to the right, Appa flies toward them as well. The Mother of Faces speaks, her voice carrying easily across the silent void.

Gene - It's no secret that the Avatarverse takes a lot of inspiration from the films of Studio Ghibli. That inspiration certainly shows up here.

Mother of Faces Human, do you wish to return to who you once were? Do you wish to remember?
Zuko [Reaching out to Noriko, who stares up at the towering spirit as Aang and Katara land behind them.] No. You don't have to. You have such a beautiful life here.
Noriko Yes.
Mother of Faces Hold still.
The Mother of Faces reaches a long arm down to Noriko and the brilliant yellow light of Noriko's transformation drowns the darkness of the early morning. The scene cuts to later; Aang, Katara, and Sokka stand together, Momo and Appa in the background, as Sokka stares nervously into the gap leading to the valley.
Katara We'll need to keep our guard up. Sooner or later, Azula's going to turn up again.
Sokka I know. I get goose bumps just thinking about it.
Aang But it doesn't have to be like that! People change! I mean, she gave that letter back to Zuko, didn't she?
Sokka No, she didn't give it back to him. She just dropped it by accident!
Aang [Glancing at the gap, smiling.] There's no way to know for sure, but I think she meant to do it.
Katara [Kissing Aang on the cheek.] That's why I love you, sweetie. You always see the bright side of things.
Aang [Still smiling as Sokka continues staring into the darkness.] How can I not? Look at everything that's happened. [The view cuts to an image of Rafa and Misu, seated in a small wooden boat as a smiling Rafa rows away from the forest and the mountains behind.] We helped bring together a sister and a brother ... [The scene cuts to an aerial view of Noren's house.] ... and a mother and a son.
The hole in the roof of Noren's house is covered by a large canvas and held down by several rocks and a log. The ruined doors lay against the porch supports and Zuko and Ursa stand by themselves in the yard. Zuko turns to look at Noren and Kiyi, sitting around a small fire over which a pot is seated.
Zuko You should go to them.
Ursa No. You and I need to talk.
They walk to the opposite side of the short yard before Ursa speaks.
Ursa Zuko, what I said to Azula ... I owe you that same apology. I'm sorry I didn't love you enough.
Zuko Don't say that.
Ursa [Upset.] But it's true. I ... I forgot you. What kind of mother forgets her son?
Zuko [Facing his mother.] Things turned out okay. I've got some good friends now, and a life I can be proud of.
Ursa And a crown on your head! You look so handsome, Zuko. I may not have a right to be, but I'm proud of you, too.
Zuko I know I'm the Fire Lord because it's my destiny. [He bows his head, reaching inside his robes.] Even so, Mother, I need to know about this.
Withdrawing the letter, he holds it out to her. Ursa, surprised, stares at it for a moment before taking it and reading its contents. She speaks without removing her eyes from it.
Ursa What I wrote here ... isn't true.

Mike - I know people will be relieved to learn that Ozai is Zuko's real father after all. But I think calling Zuko's paternity into question was an important experience for his character to go through. Zuko's search for who he is and who he wants to become will be ongoing. Finding out what happened to his mother was an important step in his journey, but it's certainly not the end of their story.

The scene flashes back, showing the argument between Ursa and Ozai after Ozai discovered the letter which Ursa, in the present, holds in her hands.
Ozai I am a merciful man. I will allow the child to live, despite the lowliness of his true heritage. Ikem, however--Ikem richly deserved his punishment.
Ursa [Panicked and angry.] What did you do?!
Ozai [Pleased with himself.] I wiped that treacherous dog from existence.
Ursa raises her hand to slap Ozai in the face, though he catches her arm by the wrist. A tear threatens to fall from her face as she yells at Ozai.
Ursa Ozai, how could you--?! You know as well as I that Zuko is your son!
Ozai [Angrily.] Of course he's my son! I had spies track your every move for months before we were married! Why would you write such an obvious lie?
Ursa [The tear falls down her face.] Maybe I wanted to see if you were reading my private letters! Maybe I wanted to hurt you, even for a moment! [More tears fall from both her eyes.] Maybe it was just my wishful thinking.
Ozai Is that what you truly wish, that Zuko were not mine?!
Ursa stares right into her husband's eyes, her teeth clenched.
Ursa That he turns out nothing like you? Yes.
His anger suddenly vanishing, Ozai drops Ursa's arm, a measured smile replacing his wrath.
Ozai [Staring right back at Ursa.] Then that's how I'll treat him, dear wife. I want you to watch carefully from now on. Every time I speak harshly to him--every time I wound him--every time I treat him as if he were the son of a treacherous dog-- [He bows to Ursa in a show of mock respect.] --I will simply be fulfilling his mother's wish.
The scene flashes back to the present. Ursa, her eyes closed, continues her explanation; Zuko stands next to her, mouth agape as she speaks.
Ursa Ozai is a wretched man. To treat you like that just to get back at me, especially when you were so young--
Zuko But he's still my father.
Ursa Yes. [Zuko looks down at the letter in silence. She looks at him for a few seconds, before putting a hand on his shoulder.] Tell me what you're feeling, Zuko.
Zuko I feel ... I feel like things are the way they're meant to be.
Ursa [Eyes closed.] There's so much I want to tell you ... about your father, about Ikem, about my life here in Hira'a. My marriage to Ozai was just so ... so ...
Zuko cuts his mother off.
Zuko Wait. I want to know everything. From the beginning.
They look into each others' eyes for a moment.
Ursa Everything?
Zuko Everything.
As they turn and walk down the street together, Ursa speaks to Zuko, her words completing the tying of the end of the story to its beginning.
Ursa For you, my dear, I'll start from the beginning ...

Mike - When I first read the script, I got chills when I got to eh end and realized it was Ursa and Zuko's conversation from the very first panel of the story, and we'd just been hearing Ursa tell her own backstory to her son. It's beautiful writing by Gene. Now when people ask, "What happened to Zuko's mom?" we can point them to this story.

Gene - In 2008, I watched the very last episode of Avatar: The Last Airbender with the eagerness of a true fan. Zuko asks Ozai what happened to his mom ... and the scene cuts. I yelled curse words at my TV.

Three years later, I'm working with Mike DiMartino and Bryan Konietzko on the story that explains what happened to Zuko's mom.

Sometimes, life is weird. Weird in a good, good way.




"The Search Part Two"

"The Search Part Three"

"The Rift Part One"

Article · More transcripts





See also