|"Republic City is under attack."|
|— Lin to Team Avatar and Tenzin's family.|
Korra tries to recover from her time spent imprisoned by Tarrlok, but when the Equalists launch an assault on Republic City, she is forced to take action against the revolutionary group and their mysterious leader, Amon. While airships attack Republic City and Air Temple Island, Pema goes into labor and has a son. As the city is overrun by Equalist forces, Tenzin's family escapes on Oogi and Team Avatar goes into hiding. Lin is stripped of her bending after refusing to disclose the Avatar's whereabouts to Amon. Meanwhile, after receiving a request for aid by Tenzin, General Iroh prepares to lead a large fleet of ships to Republic City.
After her escape from Tarrlok's imprisonment, Korra is taken to Air Temple Island to recuperate. She is seen sleeping peacefully in her bed, with Mako sitting at her bedside as Asami looks on at them, disheartened at Mako's apparent attraction to Korra.
Korra eats lunch with Tenzin's family and her friends that day. She thanks Pema for the food, and says she is feeling like her old self again. Pema and Asami clean up the table and go into the kitchen, while Tenzin inquires Korra about what happened to Tarrlok and Amon. Korra tells Tenzin and Lin Beifong that Tarrlok is actually Yakone's son and recounts that Amon suddenly appeared to take away Tarrlok's bending and nearly captured her. Lin deduces that being a direct descendant of Yakone was how Tarrlok was able to bloodbend them without a full moon, but she and Tenzin express shock at Amon's audacious decision to capture a council member and remove his bending, and almost capture the Avatar. They fear that Amon is reaching his endgame.
In the kitchen, Asami and Pema wash the dishes when Mako comes in asking for hot water to make tea for Korra. Asami angrily states that he is a firebender and can boil the water himself. Pema proceeds to awkwardly exit the kitchen to avoid conflict, hoping that Asami and Mako will talk through their problems. An argument ensues in which Asami accuses Mako of having feelings for Korra and reveals that she is aware of the kiss he and Korra had shared. When a surprised Mako resolves to discuss their relationship problems later, Asami angrily leaves, saying that there "might not be a relationship to worry about later". Tenzin asks Lin to guard his wife and children while he attends the upcoming council meeting, to which she agrees. Pema arrives shortly after and hands her Meelo, stating that he needs a wash, eliciting a displeased reaction from Lin as he needs to "poo". Tenzin leaves on Oogi to meet with the other council members.
The Equalists initiate their plans to attack the city, beginning with the capture of the council members. The Fire Nation councilwoman is captured by the Lieutenant, disguised as an exterminator. When Tenzin arrives in City Hall, he is ambushed by Equalists on the roof disguised as cleaners; however, he manages to successfully elude his abductors. The council page informs him that all the other council members were captured, leaving Tenzin in charge of Republic City, which is subsequently bombed by Equalist airships. He visits the police headquarters to talk to Saikhan. Relieved to see that Councilman Tenzin was not captured, the Chief of Police informs him about the worsening situation of the city and that his forces are spread too thinly to be able to successfully repel the ensuring Equalist attacks. Tenzin asks him to send a wire to the United Forces for further reinforcements. At this point, the telephone lines are sabotaged by the Equalists and the headquarters are sprayed with nerve gas, rendering most of the police force unconscious. Tenzin manages to evacuate the rest of the police force in a protective globe of air, only to find mecha tanks surrounding the precinct.
The tanks capture all the metalbender cops, including Chief Saikhan, via magnets on their arms that attract the officers' metal uniforms. Tenzin tries to stop them, but is incapacitated and overwhelmed by their successive attacks. However, before he is apprehended by Equalists, Korra and her team arrive. They are able to destroy many of the tanks, while Asami fights Equalist ground troops and frees Tenzin and the metalbenders. They destroy the remaining tanks while Hiroshi Sato looks down on the scene from an airship, expressing disappointment and disgust at seeing his daughter fight alongside benders. Amon, who is by his side, assures him that he shall soon have his daughter back.
Tenzin, Korra, and the others suddenly sight an Equalist airship approaching Air Temple Island. There, the Lieutenant leads ground troops as the White Lotus sentries prepare to repel their attacks. Lin urges Pema and the kids to hide inside and remain calm. Pema suddenly cries out in pain and announces that her baby is coming. Two Air Acolyte midwives usher her inside to deliver the baby.
The Lieutenant and his Equalist forces exit the airships. Lin is able to fight off some of them, but is knocked out by the Lieutenant. However, Jinora arrives on her air fan, defeating the Lieutenant, while Ikki and Meelo are able to incapacitate the rest of the Equalists.
Tenzin, Korra, and the rest of Team Avatar arrive at the island. Tenzin initially shows disappointment at Lin for allowing his children to fight, but she tells him that he should be proud of his children for teaching them well, as she would have lost if it were not for them.
Tenzin goes to Pema, who has given birth to a son. Jinora, Ikki, and Meelo come in to see the baby, whom Tenzin and Pema name Rohan. Their peaceful family moment is cut short, however, when more Equalists arrive on the island. Tenzin decides that he and his family must flee. Lin tells him that she is going with them, stating that she must protect the last airbenders in the world. Tenzin tells Korra to hide in the meantime until the United Forces arrive in three days. He promises Korra that they will return with reinforcements and that, when they do, they will be able to turn the tides against the Equalists.
Korra, Bolin, Mako, and Asami climb on Naga. The White Lotus sentries tell them that they will hold the Equalists off while Korra and her crew flee. The guards, however, are overwhelmed by the Equalist forces as Korra makes her escape. The Lieutenant chases after Korra and her friends, but Naga swats him away in mid-air. They dive into the water and head for the mainland.
Tenzin, Pema, their children, and Lin all ride on Oogi, fleeing the island. They are pursued by two Equalist airships. A net is launched at the sky bison, but Lin rips it to shreds. She tells Tenzin to not come back for her, no matter what happens. He looks back as she grapples onto an airship. She is able to rip a large section of the roofing off, triggering an explosion that causes the airship's downfall. She jumps to the next airship and begins to do the same; however, she is stopped when Equalists climb up top and knock her unconscious. Meelo, looking on, states that she is his hero, to which Tenzin solemnly agrees.
Korra and her friends are able to make it safely to shore, where she watches Air Temple Island sadly from the distance. Meanwhile, the island has been completely overrun by the Equalists. Lin is shown tied up and confronted by Amon. He tells her that she can keep her bending if she tells him where Korra is. However, she chooses to remain silent rather than compromise the Avatar, and Amon proceeds to remove her bending.
A young United Forces general named Iroh is told that he has received a message from the Avatar, saying that Republic City has been overrun. He tells the telegrapher to relay her a message that he will be there with his forces in three days' time, and that he looks forward to retaking the city with her.
- Also starring:
- Dante Basco - General Iroh
- Daniel Dae Kim - Hiroshi
- Kiernan Shipka - Jinora
- Darcy Rose Byrnes - Ikki
- Logan Wells - Meelo
- Maria Bamford:
- Lance Henriksen - Lieutenant
- Richard Epcar:
- AJ Gentile:
- Council page
- Police clerk #1
- Jeff Bennett:
- Radio broadcaster
- Additional voices:
- J.K. Simmons
- Mindy Sterling
- Steve Blum
- Jeff Bennett
- Dee Bradley Baker
- AJ Gentile
- Maria Bamford
- Richard Epcar
- Main article: Writing in the World of Avatar
- At the start of the episode, Korra's right arm is shown without the wristband she used to escape from Tarrlok's metal box.
- Asami confronts Mako about his kiss with Korra that she learned about in the previous episode from Bolin.
- Korra mentions the arrest of Asami, Bolin, and Mako that occurred in "When Extremes Meet".
- Pema's pregnancy reaches its conclusion.
- General Iroh is introduced as the leader of the United Forces.
- Mako is able to redirect lightning.
- The Fire Nation councilwoman has a husband.
- Jinora is aware of her father's past relationship with Lin.
- When Pema stands up to collect Korra's bowl, her sleeve is red. As she picks it up, her sleeve turns gold. When she stands straight again, it turns back to red.
- During the fight scene between Tenzin and Team Avatar and the mecha tanks, there are a number of scenes where the magnets equipped to some of the mecha tanks seem to disappear and reappear.
- When Mako redirects lightning at the mecha tank, its lights fade out after it is struck. However, in the next scene, the disabled mecha tank can be seen with its lights back on.
- When Hiroshi is viewing the battle between Tenzin and Team Avatar and the mecha tanks from one of the Equalists' airships, only four out of the five Equalist chi blockers that Asami took out can be seen behind the truck, while only five out of the six mecha tanks that were originally in front of the police headquarters can be seen.
- On the airship, Hiroshi's scarf disappears and reappears within the same scene.
- When Tenzin hugs Korra as he is about to leave, Pabu is seen on Bolin's shoulder. In the following scenes, however, Pabu appears and disappears from Bolin's shoulder.
- When Tenzin leaves Air Temple Island on Oogi, the bison has no saddle on his back. However, when they arrive at City Hall, he is carrying one.
- When Lin begins to metalbend the first airship, it is seen falling away from the one next to it. However, in the next scene, the first aircraft is hovering right next to the second one.
- Although it is Tenzin who sends a wire to the United Forces regarding Amon's attack on Republic City, the man who delivers the message to General Iroh states that the message is from the Avatar.
- The newspaper that the Fire Nation councilwoman's husband read had a picture of Tarrlok on the front page.
- Much like "The Waterbending Master", this episode also ends with the leader of a fleet standing at the helm of a battleship and setting their course for a particular destination. In addition, both episodes are the third-to-last episode in Book One of their respective series.
- The White Lotus sentries' final stand against the Equalists is reminiscent of fellow White Lotus member Iroh's final stand against the Dai Li in the Crystal Catacombs as both did so to buy time for the Avatar to escape despite knowing they would eventually be captured themselves.
- In "When Extremes Meet", Naga was not able to carry Team Avatar on her back, but when they were escaping the Equalists, she easily carried the group without any trouble.
- Lin Beifong uses her metalbending to rip open and destroy an Equalist airships, similar to how her mother, Toph Beifong, used her skill to bend the rudder of a Fire Nation airship in "Sozin's Comet, Part 4: Avatar Aang".