Chapter Text

INT. AVATAR'S AIRSHIP - LATE AFTERNOON

Outside the front grand viewing windows the landscape below looks rather rural. The airship is drifting fairly low over the few scattered patches of farms and stands of trees that dot the gentle hills. There are several dirt roads making their way through this landscape and they all appear to be converging towards the same point in the distance,

BOLIN

(frustrated and bored)

Man, I can't believe not one of these towns we stopped at had any air-benders.

MAKO

Especially since we had prior reports from here. Now all the rumors about them have vanished. Someone's been here before us.

ASAMI

We're getting near the capital. Maybe they've all been heading in to the city to find some sort of help from an expert?

MAKO and LIN reply with identical grunts of disbelief at this sad naiveté.

White Lotus Captain AOTO enters.

AOTO

We are now approaching the outer wall of Ba Sing Se.

KORRA

Already? I thought we were still way out from landing.

(Glances out the side window)

Wait, the ship going up instead of down. Why?

AOTO

(with the slightest hint of a smirk)

So we don't run into it.

KORRA

It? What are...?

KORRA trails off as she suddenly focuses on the view in front of them. The airship is rising slowly, which is good because before them is a wall of preposterous size. The outer wall of Ba Sing Se is tall enough to constitute a small mountain range of smooth fitted stone and from here it encompasses the entire horizon.

EXT. AIRSHIP OVER OUTER WALL

Then they slowly sail over the top of the wall, a flat parade ground wide enough to play football on. Earth Kingdom soldiers look up from one of the wide-spaced fortresses which dot the wall like oversized crenelations. In each direction the wall races off to the horizon, a stone ribbon draped across the landscape. The inner face of the Outer Wall here is dotted with buildings and outgrowths creeping up the sheer wall like ivy; the work of long generations of earth-bending soldiers building their own communities at this far distant station. These barracks look out over endless fields and orchards which pave the entire landscape within this wall.

The only interruption to the agricultural theme in the wide enclosed plain is a single path of elevated stonework like an aqueduct lancing straight across the land. On it runs a train, carrying produce inwards to a city that can still not even be seen in the distance.

INT. AIRSHIP

KORRA

(to Aoto)

You did that on purpose.

LIN

Why were we so low in the first place?

AOTO

(gestures with his head out the window at the wall)

Earth Queen's law. They want the option to shoot us down.

BOLIN

(grimace transitions to grin)

Yikes. But who cares!

(puts arm around Mako and pulls him in)

We're right about to see Ba Sing Se! Dad's old home!

ASAMI

(looks out at the endless expanse before them, she has studied the map)

About to? Um, Bolin...

INT. AISHIP - MORNING

BOLIN is asleep in a chair right where he had been standing with MAKO. Then someone opens a door and he jerks awake.

BOLIN

(jumps to his feet)

I'm awake! I'm up! I'm...wow

KORRA, ASAMI, and MAKO walk up to the window and look out at the city of Ba Sing Se rising before them.

RADIO

(over crackle of static)

Avatar Korra, Ba Sing Se welcomes you.

EXT. AIRSHIP OVER BA SING SE

The inner wall that marks the bounds of the city proper may be even taller than the outer wall they had passed before. Beyond that barrier is an expanse packed full with an an unending urban environment. Tile-roofed apartments, factories, shops, roads, and electric lines all fight for every inch of space in this wide working-class ring of the ancient city. Ba Sing Se is a magical impossibility, a city that rose to the size of a megalopolis prior to the industrial revolution and has since then only grown more crowded. This first belt of development is miles across and at it far end another ring-wall rises, only slightly less secure looking than those designed to defend against foreign threats.

Once the airship crosses over to the middle ring, the difference in wealth is starkly visible. Down there is the broad realm of merchants, scholars, and other "middle class" people who do not work with their hands. Their homes are decorated with art and their streets are lined with tended trees and ornamental stone bridges over clean flowing canals. However, even they are confronted by another high wall as they look inward towards the center of the city.

Then comes the Inner Ring, full of the sprawling pleasure palaces of the nobility spread out through endless manicured parks and ornamental hills. Any one of them could be the home of a king in any lesser country. Then far away at the end of their long travel KORRA's airship finally approaches the palace of the Earth Queen, at the exact center of the three massive rings of Ba Sing Se.

INT. AIRSHIP

BOLIN

Ok, I may be starting to see why the Earth Queen thinks she can boss Korra around.

The palace is a huge complex, encased in its own circular wall, and looks like the Forbidden City of Beijing recreated on an absurd scale. The airship comes down to land at a mooring spot in a marble-floored parade ground large enough to display several entire armies.

EXT. EARTH PALACE

Their vessel descends into a massive empty square. Three other airships are moored there but they are older and smaller. As Korra's airship is lashed in place, uniformed earth-benders raise up huge stone blocks to form a staircase descending from the airship cabin. A few fancily dressed ministers stand as a welcoming parting in between long lines of soldiers standing at attention. As KORRA descends the staircase, the lead MINISTER bows deeply.

MINISTER

(with great ceremony)

Greetings, Avatar. I humbly bare the attention of her majesty the Earth Queen onto you.

KORRA

(very skeptical)

Right. Any chance we'll actually get to, you know, see her?

MINISTER

(bows again)

But of course. I bid for you and your companions to follow me.

KORRA and her friends start forward after the MINISTER, followed closely behind by LIN and AOTO. As one unit, the soldiers on each side of them stamp and turn around in unison with parade ground precision before proceeding to march parallel to KORRA's group all the way to the stairs that lead up to the palace.

At the foot of the stairs the soldiers stop, but KORRA notices that at the top of the stairs their role of silent watchers is replaced by a number of mysterious figures in long green robes and large conical hats that almost conceal their faces. They are agents of the Dai Li. These people do not move at all but somehow they exude danger. After the group passes, MAKO looks back behind them but the men in the green robes have all vanished.

The group enters through the cavernous doors of the Royal Palace.

INT. THRONE ROOM

The MINISTER leads KORRA and her group through another set of preposterously large doors into a room which stretches out into endless shadows and pillars to the left and the right. In the center, before them, is a slightly elevated platform on which sits a small ornate chair. Behind that chair is a massive screen of jade and gold decorated with scenes of mystical spirits and gods. Behind the screen looms a hulking gold bolder of a statue in the form of a massive beast with great claws pressed to the ground in what looks like supplication. The throne is empty.

MINISTER

Wait here for just a moment. I will inform her royal majesty of your presence.

KORRA and her friends exchange looks but have no choice but to stand there as the MINISTER departs. Time passes.

The MINISTER returns, now acting more uncomfortable and awkward than imperious. BOLIN jumps back from where he has been leaning against a pillar with his hands in his pockets.

MINISTER

(sheepish)

Um, actually could you come follow me? Er, sorry.

KORRA raises a rather scathing eyebrow but they follow him out another door.

EXT. ROYAL GARDENS

Their path takes them past courtyards, through grand halls, up staircases, down staircases, and across bridges over ornamental canals and ponds. All the party members except KORRA are looking more weary by the moment. Finally they exit out into a palace courtyard at the edge of the walled grounds that could probably house a small town comfortably. The elegant artificial ponds and manicured trees are watched over by a tall central pagoda that is apparently still under construction.

A woman in elaborate green and gold robes and an ornate headboard stands at the marble railing looking out at the workmen moving around the construction project. Several other ministers stand at her side. Off to the side, in the shadows under the eaves more of the dark robed Dai Li wait in perfect stillness.

EARTH QUEEN

No, no no! The new pagoda must have clear lines of sight to the entrances. Those plants ruin the view you incompetent fool! And if this is not completed in time you will be lucky to remain living in this city!

(turns)

Avatar Korra.

KORRA

(deadpan)

Hi.

EARTH QUEEN

(narrows her eyes)

It is customary to bow before the queen.

KORRA

And I know I've read somewhere that its customary to bow before the Avatar so how about we just stay on our feet.

The surrounding ministers wince and gasp. However, the EARTH QUEEN does not react except for a slight stiffening of her expression.

EARTH QUEEN

As a wise man once said, everything changes. I suppose we might both accept that.

(turning to fully face Korra)

I know why you are here. As if happens, you are in luck. An air bender has appeared within Ba Sing Se. Bring her forward.

One of the dark-robed Dai Li smoothly steps forth from behind a nearby column where he had been completely hidden. BOLIN jumps with shock at his sudden appearance, and he is not the only one in the Avatar's party who is freaked out. The Dai Li agent brings forth with him a woman in her late fifties who looks fairly terrified by all her surroundings. At catching a glimpse of the EARTH QUEEN the woman instantly drops down into genuflection, pressing her forehead against the ground.

Quickly ASAMI moves over to help the woman up. The woman gets to her feet but backs up while still refusing to raise her chin away from her chest.

KORRA

(furrows her brow)

Only one? I've seen this city. Millions of people live here, there must be more than just one air bender out there.

EARTH QUEEN

This is my city. When something remarkable happens, I hear of it. Just as I heard that you were defeated in Zaofu.

KORRA

(defensive)

I was drugged...

(suspicious)

How did you know that?

EARTH QUEEN

It is my duty to know everything that happens with all the lands of the Earth kingdom.

(pauses meaningfully for a breath)

Those who took you down were the same who attacked old Yudao, what you now call Republic City, were they not?

KORRA

(holding onto her anger)

Yes. They call themselves the Red Lotus and they may be planning more violence in your country too. If you want, I can help with-

EARTH QUEEN

That will not be needed. The Earth Kingdom is well prepared for all the threats against it.

(she gestures to one of her ministers)

Your concern is noted, Avatar. Now, our time is done. Once the official portrait photo has been taken you may retire to the provided accommodations and return to your airship tomorrow. I am sure Tenzin and the United Republic will be very interested in what you have learned here.

A photographer appears out of nowhere and a flashbulb goes off, leaving KORRA rubbing her eyes.

KORRA

(thrown off balance)

Woah, hey! Not so fast. I cam half way across the world and I'm not leaving here until I find the rest of the air-benders. There's probably tons around this area and they're all just hiding from you!

EARTH QUEEN

(glares at Korra)

This is Ba Sing Se, my city. Even the Avatar is subject to our law. If you insist on flouting my authority you will be taught that lesson.

ASAMI

(angry and offended on Korra's behalf)

And what will happen when all the other nations hear about you disrespecting the protecter of the world's balance?

EARTH QUEEN

(raises an eyebrow as if just noticing Asami materialize out of air)

Asami Sato of the United Republic, is it not? I take it you are here on behalf of your disgraced father's company. Hoping to slip in with the Avatar for a royal audience of your own. That was presumptuous.

MAKO

Hey, she-!

EARTH QUEEN

But as it happens I can respect ambition. You are in luck, I received report of the remarkable new weapons your company produced for that idiot Amon. The Earth Kingdom is modernizing, and if Republic City's current government is foolish enough to deny the resources at their hand I know my nation can put them to good use.

(waves to her side)

Speak to my Minister of War. Mecha-tanks, torpedoes, airships, I want it all. I am sure you will reach a desirable arrangement.

ASAMI is visibly disturbed by exactly how easy this deal that will save her company has been. The EARTH QUEEN waves a handing to the Dai Li agent. He nods his head in response to this wordless command and then makes a small sharp gesture with his hands. The stones below his feet open up and in a flash he drops down out of sight, vanishing entirely as the floor seals behind him.

KORRA

I also want to talk to you about your army movements. I saw from Zaofu-

EARTH QUEEN

(Locks eyes with Korra)

My nation was terrorized by the Fire Nation for a hundred years. To this day wide swaths of our territory are still under the sway of banditry. Those towns spared that have become almost servants of a 'United Republic' that Avatar Aang carved out of my lands, and half of my tax revenue is in delinquency. You're concerned about the maneuvers of my armies? Go give Councilor Tenzin his air bender, Avatar, and let my Kingdom fend for its own balance, just like your predecessor did.

She turns away in a signal for KORRA to exit.

KORRA

I'm not going to let this go! And you can't make me.

EARTH QUEEN

Maybe not. My kingdom has been weakened for the past three generations, but everything changes. Think on that, Avatar.

The ministers cluster around KORRA and her friends to usher them out the door. KORRA tries to turn back to glare at the EARTH QUEEN but the ruler is just staring out at the under-construction pagoda.

INT. ROYAL PALACE

The group walks down a long hall in low, private conversation.

MAKO

She was really quick to buy a lot of weapons from you, Asami.

ASAMI

(uneasy)

Yes. The company desperately needs it but...

(Shakes her head and turns to Korra)

Korra, for the past week I've been comparing population sizes and the number of air-benders we've seen so far and only one appearing in all of Ba Sing Se doesn't just seem unlikely, it looks impossible.

MAKO

(nodding)

As soon as Korra questioned the numbers, the Queen baited her as a distraction.

BOLIN

(to Korra)

Maybe they're all just hiding? Like you said?

KORRA

Maybe. But the Earth Queen's lying about something, so we're going to get our own answers. And we need to hurry. Zaheer's still coming after us.

(Expression darkens)

I hope it's just us. We need to find those air bender quickly.

EXT. NORTHERN AIR TEMPLE

The Air Temple is a nest of towers and Tibetan style buildings perched on top of peak in a dense range of taller snow-capped mountains. The Zaofu airship is slowly lifting back off and turning to leave. High above, JINORA rides her flying bison as they swoop down to where TENZIN's family and the new air-benders are forming up on a balcony platform. Two uniformed White Lotus members watch. JINORA dismounts and joins the induction group.

TENZIN

Welcome, to the Northern Air Temple! Your new gift of air bending means that you are a part of this heritage that stretches back to the dawn of history. I am honored and humbled to share with you the teachings and stories of this culture now reborn.

The air bender inductees look on with trepidation mixing with excitement. BUMI is standing off to the side with his small luggage bag and comically large and overstuffed backpack.

TENZIN

Right. Today we will just start with a few simple lessons.

These lessons prove to be anything but simple. They test standing up to punishing wind, tracing elaborate sand mandalas, and endless history lectures from TENZIN to the point that the students fall asleep and fall off the tall anchorite posts they were forced to sit on. MEELO and IKI get board quickly and wander off. JINORA remains beside her father.

PEMMA

(approaches Tenzin)

Don't you think you might be pushing the indoctrination a little hard? I mean, I ran away to join the air acolyte students back in the day and even I think this is...excessive.

TENZIN

There's just so much to do and, and... and does my son have a crossbow?!

Off to the side MEELO has propped up a crossbow almost larger than he is on to a low wall. He pulls the trigger and the bolt thuds into a wall just to the side of a mark he was aiming for.

MEELO

Aw, I missed.

BUMI

(cheerful)

It's ok, little buddy! That thing pulls to the left!

(shakes his head to Tenzin expressing that it doesn't)

TENZIN rushes over to grab the crossbow and shove it into BUMI's arms.

TENZIN

Really, if you're not going to help me, you could at least not make things worse.

BUMI

(offended and a little angry)

Yeah, sure. That goes perfectly with the fact that you never actually asked me for my help.

TENZIN

Don't be petty. I'm here protecting dad's air bender legacy!

BUMI

(shrugs with feigned casualness)

And I'm not an air bender. Fine. I'll leave you to your nation then.

BUMI exits. PEMMA gives her husband a very sharp look.

TENZIN

Fine! Kids just... run them through some of the basic stances.

He exits and his children look at each other hesitantly as the new air-benders watch in blinking confusion. Then TENZIN's young son MEELO stomps forward with as much dignity and power as a small child can muster.

MEELO

All right, maggots! Welcome to the Air Nation! Look to your left. Look to your right! One of you will not make it out of here alive!

INT. BA SING SE ROYAL PALACE, KORRA'S APARTMENTS

LIN is sitting at a table reading a newspaper. A large picture of Korra and the Earth Queen is on the front page. It is rather unflattering for Korra. There is a knock at the door which then quickly opens.

MINISTER

Good morning, Avatar. I am here to accompany you on your guided tour of our wonderful and ancient city of...

(sees only Lin)

Um, where is the Avatar?

LIN

(shrugs and continues to read the newspaper)

Out.

MINISTER

Out?! Wait, where are the rest of your party?

LIN

Out.

(With distaste)

Teenagers.

The MINISTER turns around and flees, just barely concealing panic. LIN lets a small smile slip out at his retreating back.

EXT. BA SING SE

At that moment KORRA and her friends are riding through the luxurious Inner ring in a gilt-walled train car propelled along its track by earth-benders standing in back. They arrive at the gate leading through the high circular wall to the Middle Ring. The soldiers stationed there move to block this strange party but are thrown off guard when BOLIN presents the newspaper with the photo of KORRA and the queen to serve as their passport. KORRA and her friends manage to bully their way past these soldiers and get through the gate.

Moments later a second train-car now full of palace soldiers comes piling up and rush up to the gate, only to be pointed through the wall to where KORRA and the rest had vanished. The soldiers rush through the gate only to be confronted by city streets and no sign of where KORRA had gone.

KORRA and her friends search for rumors of what happened to the expected air-benders.

MIDDLE RING MAN

Oh yes, I heard Qian Hong down the street got air-bending a few months ago.

BOLIN

Great! Where is he?

MIDDLE RING MAN

Hmm, you know, I haven't seen him in weeks. To tell the truth, some people around here were a bit embarrassed. I mean, 'air' bending? It seems a little...foreign.

The group approaches the next ring wall and passes through the gate to the next zone of the city. This Lower Ring is much more crowded and worn than the previous zone. As KORRA and her friends strike out here they are now being followed by menacing figures in dark green robes in the shadows and around corners. The Queen's Dai Li have tracked them down.

EXT. BA SING SE, LOWER RING, VARIOUS LOCATIONS

LOWER RING WOMAN

(in the middle of a longer story)

All the air benders snatched right off the street! People disappear in the night all the time here. It's the Queen's secret police, the Dai Li, I tell you.

ASAMI

That's terrible!

LOWER RING WOMAN

Yeah, and they're also the ones who concoct all the diseases poor people get down here, control the sky with their weather machine, and I think they ratted out to my boss that I was getting drunk at work!

ASAMI

That's...what?

MAKO just hangs his head in weary recognition of this style of storyteller. He grabs the confused ASAMI and genuinely enthralled BOLIN as they walk away. High above them, hidden in the tangle of tiled roofs, Dai Li agents keep a careful watch.

Further in the crowded streets of Ba Sing Se, the group has split up to cover more ground. BOLIN and MAKO are together as are KORRA and ASAMI. The view switches between these two separate but parallel investigations.

MAKO

(to woman)

And that's the last time you saw her?

KORRA

(to man)

Are you sure you don't know where he went?

As MAKO and BOLIN walk away dejected, the woman they were speaking to shakes her head and turns away to walk down a narrow path between two buildings. Suddenly two stone walls slide up out of the ground at each end and seal off this space as if it had been built this way. Two Dai Li agents drop down on each side of her and raise their hands where they wear jointed stone gloves.

Elsewhere KORRA and ASAMI sigh as they turn away from their own interview subject. As soon as they turn a corner, stone gloves shoot out of the shadows to clamp down on the man's mouth and arms. He struggles for a breif moment before being pulled back into an alley where Dai Li agents are waiting. There is the sound of moving stone and then a view of the alley shows it undisturbed and they are all gone.

In a market square.

LOWER RING MAN

(dismissive)

You're not the Avatar.

KORRA

Uh, yeah I am.

LOWER RING MAN

Nah, the Avatar's way more buff.

KORRA stammers in indignation and fights her instinct to start flexing while ASAMI tries to keep from bursting out in laughter.

Several streets away MAKO and BOLIN walk along.

BOLIN

Man, no one knows of one air bender who still lives around here.

MAKO

The Dai Li. I've heard that same story too often for it to be just conspiracy talk. The Earth Queen must be capturing air benders.

BOLIN

(less certain)

Er, ok, but how would we prove that? And why would she want to? It's not like she's got a shortage of benders in this huge city.

They walk by a brick wall.

MAKO

Let's go meet back up with Korra and Asami. I've got an idea that-

The brick wall beside them suddenly swings out and strong arms reach out to grab them, dragging both brothers back inside. The wall closes up behind them with earth-bending.

INT. DARK DISUSED ROOM

MAKO

(coughing to clear his throat)

Hah. I knew the Earth Queen would have a problem with us asking questions.

MING HUA

(in the dark)

Oh, that is not the problem you should be worrying about.

A lightbulb flicks on and MAKO and BOLIN realize they have been captured by the Red Lotus.

EXT. AIR TEMPLE

The new air-benders are practicing in an open air space overlooking both the lower towers of the temple and the cliffs below. Of the ten or so trainees, OPAL and KAI are the only ones displaying any competence. All repeatedly stumble, fall or get knocked over by their comrades bursts of wind. JINORA dances around them with expert moves, avoiding any interference and providing a kind word at the right time even if that means briefly levitating halfway up a wall to get close.

KAI and OPAL collapse at the end of the exercise in front of TENZIN.

KAI

(to Jinora, winded)

You're too good at this.

JINORA

(with a smile)

I've had lessons since I was six. Don't worry, give it a few years and you'll catch up.

TENZIN

(proud)

That's right. Jinora only got to this point through tireless effort and attention to both the spiritual and physical aspects of air-bending. Why, it took me until I was seventeen to master all the techniques she has learned by twelve.

JINORA

Master? Does that mean you'll finally let me get my tattoos?

TENZIN

(still smiling warmly)

Not a chance.

JINORA frowns at him in well-practiced irritation.

INT. AIR TEMPLE

BUMI looks out a window down at the air-bender training ground. Then he sighs and turns around. He walks though dusty halls with his hands in his pockets. Then he enters into an immense hall filled with statues of men and women in every type of dress. The statues spiral out from the middle of the floor up spiral ramps that carry on up the sides of the tall tower-room. There hundreds of them.

He walks forward and approaches the central statue, that of a bald man with an arrow tattoo across his head. It is the only one free of dust and signs of age.

BUMI

Hi, dad.

He briefly turns away, uncomfortable with this exercise.

BUMI

Well, I'm pretty sure you can't hear this. All these statues of past Avatars aren't really you. I mean, you're currently off being Korra, right? Reincarnation's weird to think about.

(laughs and then stops)

I'm sorry I wasn't an air bender like you hoped. But hey, look around, things worked out all right, didn't they? Look, I don't blame you for spending extra time with Tenzin, you were Avatar and on top of all that you had to train the only other air bender in the world! I get it. I just wish, I don't know, I'd found some way to be my own part of that legacy. Instead of, er, going off and joining the military. Ha! Some pacifist air monk I made!

(turns around)

Yeah, that's probably for the best. Things are going to be fine the way they are.

INT. BACK OF TRUCK

BOLIN and MAKO are bound hand and foot by metal cuffs, sitting in the windowless back of a truck. GAHZAN and MING HUA watch over them while ZAHEER and P'LI are up front driving. The mood is dark and tense as the truck slowly rumbles along

MAKO

(determined)

Once again, where are you taking us?

P'LI

(calm and ominous)

You'll find out soon enough. And when you do you'll-

The truck breaks sharply to avoid hitting the car in front of them.

P'LI

(frustrated and venting)

Oh, come on! Ba Sing Se traffic is somehow even worse these days! Move, people!

(honks)

I hate this city.

GHAZAN

(chuckling)

Ha! You last thirteen years chained in an ice prison and a traffic jam breaks you in an hour. Never change, P'li.

BOLIN

Wow, thirteen years. I can't even imagine. What did you do for all that time?

MING HUA

(shrugs)

Be bored mostly. I used to watch the guards and make up stories about them in my head. Who had a family back home, who had really wanted to be a baker, who was dating who and what they would do when their other one found out about it.

BOLIN

Hey, that sounds fun. Let me try!

(inspects Ghazan, then points)

Hmm. You were raised by your older sister, you grew your first mustache when you were ten, and I'm sensing, just sensing, an unspoken sexual tension between you two.

MING HUA frowns and looks away but GHAZAN just grins.

GHAZAN

Two out of three. Not bad.

MAKO

Bolin! Stop making friends with the bad guys!

Suddenly, it gets much darker in the truck.

BOLIN

Woah, hey, what's happening now?

MING HUA

(wicked smile)

I guess we could say we're making friends with the bad guys too.

From outside it can be seen that the truck has peeled off the road to enter into a tunnel in the side of a massive wall. The tunnel goes on straight, deep into the dark. Earth Kingdom soldiers step forward and smoothly raise up a wall behind the truck.

The truck travels through a long tunnel underground. Then it stops and MAKO and BOLIN are thrown out of the back into a large artificial cavern lit by glowing crystals. Dai Li agents are everywhere, but what really stands out is that MAKO and BOLIN are not the first captives here. people are locked in metal cells and in the center of the open space Dai Li are overseeing a large group of people in prisoners clothes practicing air bender techniques. In the back, one of the air benders is being beaten by guards for some transgression.

DAI LI AGENT

(to air bender conscripts)

For the glory of the Earth Queen! Air strike, now!

The outer edges of the air-bendings push past MAKO and BOLIN, rustling their hair as they look down in horror.

INT. BA SING SE PALACE, KORRA'S APARTMENTS

LIN

It was an idiotic risk for you to head out unprotected like that. See what it's got you?

ASAMI

(worried)

Mako and Bolin still aren't back yet?

KORRA

Damn it, I knew I should have kept looking out there. Something's happened to them.

LIN

This city is almost larger than all of the United Republic. There's half a hundred neighborhoods that could swallow Republic City whole without a sign. You searching the streets would do nothing. Besides I doubt they're lost.

AOTO

(nods)

The Earth Queen.

ASAMI

You think she-?

She is cut off by a knock at the door. Everyone jerks to attention as the door swings open to reveal the MINISTER.

MINISTER

(To Korra with relief)

I finally find you.

KORRA

Really. What does her insufferable royal majesty want now?

MINISTER

(shakes his head)

No that's not... You have a mistaken perception of me. I do not serve the queen blindly. The world has other needs, and morality gives greater duties. I want to help you, Avatar.

(takes a breath)

I know where your friends are being held captive. They are imprissoned up with the Air Bender Legion.

AOTO

(horrified)

Legion?

MINISTER

They're being trained as the Queen's captive army. The treatment they've suffered is-

KORRA

(narrows her eyes with fury and determination)

Show me.

LIN

(cautioning)

Korra.

KORRA

Now.

INT. BA SING SE PALACE

KORRA and her allies march forward through the halls, joined by AOTO and his two other Lotus guards. A small troop of Earth Kingdom soldiers suddenly jerk to attention as they see this party striding through restricted areas.

PALACE GUARD

Halt! You don't have permission to be in this part of the palace. I have to ask you to turn around and...

(sees Minister and stops in confusion)

Minister? What are you doing with...

KORRA keeps walking towards him. The other guards begin to nervously put their hands on their weapons.

PALACE GUARD

Avatar, I am going to have to ask you to stop and return to your-

Just before she gets to him, KORRA suddenly spins around with her palms raised in an air bending technique. All the guards are shoved to the side against an intensely ornamented wall by a huge blast of wind that knocks them off their feet. Then in a flash KORRA is there in front of them. She reaches out to thrust her hands at the thick sheets of gold and iron that form the decorations and then wraps them out and around the guards as if they are made of cloth. Then she steps back and continues walking as the guards struggle against their metal bonds.

MINISTER

That was unfortunate. We'll have to move quickly now.

ASAMI

Oh dear. This is going to be an international incident, isn't it.

LIN

She's the Avatar. That's basically her job description.

(glances at Aoto)

And if there's one thing she knows it's a straight up fight. Korra versus all the Earth Queen's men? What would you call that?

ASAMI

(Joining in with a smile as she looks at KORRA walking out in front)

About even odds.

INT. UNDERGROUND CELL

This section of the underground Dai Li base is all metal. MAKO and BOLIN are in the same cell. A JAILOR walks away after having locked the door.

JAILOR

(grumbling to self)

Bringing prisoners in the wrong way. No one ever follows regulation. You'd think with the Air Legion stationed here they'd know not to...

(trails off into unintelligable)

BOLIN squeezes his face against the bars.

BOLIN

(to Mako)

That was them! That was all the missing air benders! What were those Earth Kingdom guys doing with them?

MAKO

Making an army. The question is, though, why did they let us see it? The Earth Kingdom has secret prisons everywhere and yet Zaheer's Red Lotus got us brought here, surprising all those guards. Why, if they're only hiding us from Korra? Something's up.

EXT. ROYAL GARDENS - NIGHT -

KORRA runs through through one final door and stands on the same elegant patio where she recently met the EARTH QUEEN. She looks out across the night-time garden at the under-construction pagoda as the MINISTER points at it.

KORRA

(furious)

That woman. She had me out here just so she wave them in front of my face without me seeing.

MINISTER

There is a secret underground facility beneath all this. The pagoda was intended to disguise the burst of new construction ordered when the Queen learned of the appearance of the air-benders.

KORRA

Thank you. I'm going to get them all out. I'm going to set them free.

MINISTER

(nods)

I have to get back. Your airship has already been given full clearance to take off so rescue your people and go. I'll try and buy you as much time as possible and limit the military's response but I can only do so much.

MINISTER exits.

AOTO

Korra, think carefully about what you're doing. This is effectively an act of war.

KORRA

I know. The Earth Queen could move her prisoners at any time and chances are we'd never find them again. She seized Mako and Bolin to hold over my head. They'd be hostages, making sure I can never interfere with her plans for fear of what she'll do to them. That's why we have to do this now.

LIN

Well, you've put your mind to it at least. Right, now there's a specialized earth-bending technique for finding this kind of secret entrances through vibrations in the ground. I...can't manage it anymore, but maybe your Avatar deal will give you some beginner's luck with-

KORRA

Thanks Lin, but we don't have the time for secret doors. So we're going to do this my way.

KORRA sinks down into a wide stance, her hands curled into fists in front of her hips, and faces the expanse of garden and the pagoda against the wall. Her muscles tense as she gathers her strength. Then she thrusts her arms down before wrenching them up again. The ground splits before her, a straight fissure racing forward across the entire garden. Then the land on each side begins to tilt back in two massive crumbling slabs. This exposes fitted stonework beneath. KORRA is ripping the roof off the secret prison.

INT. JAIL CELL

A distant rumbling shakes the prison cell. MAKO and BOLIN both look up at the blank celling above them, MAKO stopping his fruitless effort to cut through the bars with his fire.

BOLIN

(worried)

What was that?

MAKO

Something dangerous, and we're trapped in here. If you wanted to figure out metal-bending right now that would be real useful.

BOLIN

I've told you a million times. I've tried, but I don't have the gift for-

The rumbling happens again and BOLIN winces with anxiety. He looks at the metal bars.

BOLIN

But then again, what do I know?

Puts his hands against the bars and begins to strain in an effort to effect them.

EXT. ROYAL GARDENS

Most of the garden no longer exists, ripped aside, leaving a pit down into exposed underground rooms and hallways. KORRA is breathing slightly heavily as ASAMI looks on with a mixture of pride and astonishment. LIN even looks slightly impressed, though AOTO is still inscrutable.

KORRA

There's our way in. I don't hear any alarms yet, but someone must have noticed.

ASAMI

(steps forward to the edge of the hole)

Right. If we can find Mako and Bolin they might-

Out of the night behind her, two stone gloves shoot out with the speed of bullets. They grab onto ASAMI and pull her backwards with a scream. KORRA bursts after her, blasts of fire appearing under the heels of her feet. She manages to catch ASAMI and smashes the stone gloves, setting her free. Then they both look up at the palace. Both the ground level patio and the tile roof above now hold dark-robed Dai Li agents standing as still as statues, looking down at KORRA.

KORRA

Beifong, Aoto, take your guys down there and rescue everyone. I'll hold them off.

AOTO

Avatar, it's our duty to protect-!

KORRA

Now! With me at least there's less chance of them making any fatal 'accidents'. Even the Dai Li can't cover up the death of the Avatar.

ASAMI

Korra, I-

LIN

(grabs Asami)

Right. You heard the woman.

They exit down the pit.

KORRA

(Continues to eye the Dai Li)

Ok. Let's do this.

Dai Li agents leap forward as KORRA punches out with fire.

INT. Jail Cell

The sounds of rumbles and smashes filter through the underground prison. BOLIN stands with his hands pressed against the bars, his muscles straining as he tries different holds and postures.

BOLIN

(low and to himself)

Come on. This is the moment. You can do this. You mess up a lot but right now is your time to come through. Come on on one, two, grrrah!

He give one last mighty effort, but the bars are unmoving and unchanging. He sags back and looks at them dejected.

BOLIN

Yeah, no. This isn't working.

As he half turns around back to MAKO, BOLIN gives the door one last frustrated bang with his fist. The lock clicks open.

MAKO

(surprised and impressed)

Woah. That's how you do it?

BOLIN

(even more confused as he looks at his hand and the door)

Uh, maybe? But I don't think that was me.

The door swings open to reveal LIN standing in the entrance with ASAMI behind her.

LIN

Get a move on, boys. If those guards get back in the main controls then these cells are all going to lock back up.

MAKO

(grateful and surprised)

Asami!

The brothers exit the cell and start running behind LIN.

MAKO

(to LIN with a slight smile)

I guess that's two to one on jail-breaks for you, chief. Eh, I'll catch up.

LIN

(ignoring that comment)

Those White Lotus guys are getting the air benders free, but they need help. The Queen's men mean business.

They burst out into the main cavern where the air bender training had been conducted. The three White Lotus are fighting well but are only not being defeated because the newly freed air benders are putting up quite a distraction, buffeting the area with sharp gusts. BOLIN and MAKO quickly join in the fighting, as does LIN but though she earth bends a few small rock projectiles she mostly sticks to hand to hand. ASAMI focuses on freeing the last of the air benders but her electric gauntlet and quick takedown moves are a surprise for anyone who thinks she's an easy target. They can not win against the Dai Li but they might escape.

ASAMI

We need to get above ground!

MAKO

Where's Korra?

Another rumble shakes everything around them.

LIN

(pointing up as her answer)

What do you think that is?

EXT. PALACE GARDEN - NIGHT -

Above ground, the sounds of thuds and crashes echo throughout the ravaged garden lit by the moon and flashes of fire. One Dai Li agent is slumped against a pillar, held in place by a frozen wave of ice. Another appears, flung through the air to go tumbling across the ground ending with impacting a wall as his robes smoke slightly. Near the smashed scaffolding of the pagoda, KORRA stands in the middle of a dry pond, much of its former water gathered up into an undulating ring levitating around her as a living shield. Dai Li stand in fighting postures on every side of her.

The Dai Li move fast, launching themselves up and to the side by sudden projections of earth. They shoot out small rock projectiles from within the voluminous sleeves of their robes. KORRA tries to block them and attack back with any of the elements, but the strikes are coming from every direction and despite her talent hits slip through. Each impact makes KORRA grunt or stagger, though she still responds with incredible force. But she is losing her form. Eventually she falls to her knee as a bunch of hits land against her back. She gathers up the water into an ice dome above her as she pants. More strikes smash agains the ice, then one shot drills through to hit KORRA's side.

She cries out in pain, closing her eyes. For a brief moment there is only the sound of her breathing out. Then she opens her eyes and they are blazing with white blue light.

Out on the banks of the dry pond, the Dai Li agents take a step forward looking down at the small ice dome. Then they notice the ground beginning to tremble as the breeze picks up. The ice dome explodes, replaced by a high pillar of earth and stone lancing up into the sky. KORRA stands on top against the stars. Then she turns her head and the light from her eyes shines out.

INT. PALACE TOWER

In the distance below, the garden's stone pagoda crumbles as it is slammed back to the palace's outer wall with one push. An invisible wave of air whips across the roofs of the palace complex, ripping up all the tiles it passes. Huge plumes of fire splash against walls and hundreds of yards up into the air, as dust clouds rise. The EARTH QUEEN watches this from the balcony with fear and hate as her knuckles grip onto the railing.

The MINISTER pants as he runs up the stairs to finally reach her.

EARTH QUEEN

(to Minister)

Forget the timetable. I need everything at our disposal. Now.

INT. THRONE ROOM

The EARTH QUEEN and her MINISTER quickly sweep through the halls on the way to their destination. The EARTH QUEEN rants as she walks.

EARTH QUEEN

What good does it do to have hostages against the Avatar if she attacks us before I get the chance to tell her? How did she find the Air Legion's base? Is that one of her Avatar powers? Past incarnations have performed remarkable feats before.

MINISTER

Your Highness, I do not know.

EARTH QUEEN

It doesn't matter. She's made her move. Now it is time for mine.

(gestures down the grand hall)

Bring them in.

She sits down on the throne in front of the massive jade screen and gold statue behind her. Dai Li agents stand on each side, their heads tilted down so no faces are visible underneath their wide round hats. Back at the end of the hall, the massive gold-bound doors swing open. ZAHEER and the other three Red Lotus members walk in.

The Red Lotus advances to before the throne, but they are not visibly cowed in any way by this display.

EARTH QUEEN

(to Zaheer)

Your gift of those two prisoners was appreciated. However, it seems that the Avatar is too foolish to be restrained even with the lives of her friends on the line. She has committed an act of war against the Earth Kingdom. Therefor I have reconsidered your offer to be the instrument of my justice against her.

ZAHEER

The Avatar can not see how her actions harm the world. It is regrettable, but she cannot be allowed to run free.

EARTH QUEEN

There are only four of you? I will confess, that makes your 'auditions' more impressive. I have seen the reports of your attacks in Republic City and Zaofu.

(narrows her eyes slightly as a venomous smile hints on her lips)

Such a...diverse team. One might wonder at your full motives.

ZAHEER

I was born in the Earth Kingdom.

(gestures to Gahzan)

As was my comrade. I know all the stories of the way things used to be. Tales of the war, what come before, and what is happening today. We have the gifts to do something about it.

EARTH QUEEN

(takes in P'li standing near Zaheer and Ming Hua standing near Gahzan)

The glory of days past, that I understand. The other nations speak of our slow slide from power with infuriating poetry. As if it was inevitable; a nation of stone walls in the age of airships. But if we can decline, then so may we rise. After all, change is the only true constant.

(To Minister)

Who was it you told me said that?

MINISTER

Guru Laghima, your highness. An air bender.

EARTH QUEEN

Appropriate. From the moment my agents sent word of the first new air bender's appearance, I could see what the United Republic would try to do. Councilor Tenzin, their highest politician is dispatched, rounding them all up to serve his artificial mockery of a country. They would claim the skies for themselves and if they succeeded, in ten years what military could oppose them? Our airships would be at their mercy of their fighters, and their airships would then dominate our ground forces unopposed. But I was too quick. I saw the advantage and I seized it. I will rebuild our glory, and reclaim our lost lands, all the way to Republic City.

(shakes her head)

But I'm getting ahead of myself. Right now the problem is the Avatar. I grant you the right to move against her. Go now, assist my forces in capturing her and remove her from my city. Succeed and you will be rewarded beyond your dreams.

ZAHEER

No.

EARTH QUEEN

What? I will not bandy words with bounty hunters. I have issued you an order.

ZAHEER

We do not recognize your orders, or your authority. The Avatar will have her own meeting with destiny.

EARTH QUEEN

(disgusted and frustrated at having wasted her time)

Fools. My power exists regardless of your consent. If you will not fight the Avatar then you will join her in punishment.

(To Dai Li agents)

Take them into custody.

The Dai Li agents strike as fast and deadly as lightning but the Red Lotus defeat them with explosions, water, lava, and wind. The fight is over in seconds and the Red Lotus are still standing. On the stage the EARTH QUEEN stand beside her MINISTER, wide-eyed.

ZAHEER

(to Earth Queen)

Your power is an illusion; a lie your ancestors forced on the oppressed populace.

EARTH QUEEN

(steps back)

You're insane. Guards! Get in here!

No answer comes.

ZAHEER

(nods)

There was a time I feared I might be. Locked up for all those years I even began to doubt the mission. But when I woke up with air bending I knew it was a sign; that I would be the one to destroy the old world and plant seeds for the new one to flourish.

MINISTER

(bows his head to Zaheer as he quotes)

For new growth cannot occur without first the destruction of the old.

The MINISTER calmly walks to the exit and leaves through the doors. The EARTH QUEEN goggles at this betrayal but then she recovers as she can.

EARTH QUEEN

(gathers all her pride, strength, and venom)

You think I am your hostage? There are two thousand troops in this palace! You will get nothing but pain and defeat! I have prisons deeper within the earth than you can imagine. You'll all die without ever seeing the sun again.

ZAHEER

(Jumps up on stage as he begins to bend air around him)

You think freedom is something that you can give or take on a whim.

Wind begins to swirl in a ball around the head of the struggling EARTH QUEEN. Then she begins to silently gag as the air is sucked out of her lungs. Her hands claw at her face, fighting to grasp oxygen with her fingers.

ZAHEER

To your people, freedom is as essential as...air. And without it there is no life, only darkness.

The EARTH QUEEN collapses, suffocated at the foot of her throne.

EXT. PALACE GROUNDS - DAWN -

KORRA stands in the middle of the smashed devastation of her battle, the glow of the Avatar State fading out of her eyes. She stands there for a moment breathing out, then she staggers briefly. ASAMI rushes to her side in a flash, breaking from her chosen cover to provide a steady hand, Together they move quickly for their exit.

KORRA

Did everyone get out? In that state I'm not always sure what...

ASAMI

(nods)

The reinforcements stopped coming towards you a while ago. It's a straight shot from here to the airship and the air-benders are almost there by now. We need to move now while this calm lasts.

MAKO

(Appears as they rush into another hall where he was keeping watch)

Something's wrong. There should be more resistance than this.

They run out through another door and look down at the wide parade ground that houses the airship mooring ground. Then an electric speaker somewhere nearby begins to crackle into life and makes them all freeze.

ZAHEER

(on radio)

Attention citizens of Ba Sing Se. I have an important announcement.

Down amid the air benders rushing towards the Avatar's airship, LIN freezes at this sound and looks back.

LIN

Zaheer.

ZAHEER

(on radio)

Moments ago the Earth Queen was brought down by the hands of revolutionaries, including myself.

INT. RICH HOUSEHOLD

The MIDDLE RING MAN sits by the radio with his wife as they clutch at their clothes in horror.

ZAHEER

(on radio)

I'm not going to tell you my name, because my identity is not important. I'm not going to tell you of our organization, because it is not important.

INT. LOWER RING STREET - MORNING -

A crowd has gathered in front of a radio repair shop, listening to the announcement. The LOWER RING WOMAN grins and clutches her hand together in a fist.

ZAHEER

(on radio)

This is not a revolution, this is a revocation of all those people who place themselves above the rest of us. We are not here to take over the Earth Kingdom. I think you've had enough of leaders telling you what to do, of exploiting you.

EXT. EARTH KINGDOM PALACE - MORNING -

A loud crash rumbles in the distance from the direction away from the main palace. KORRA races across the parade ground towards the airship. BOLIN sees her coming and winds back to throw the air bender flight staff to her. KORRA catches it without stopping her dash and with a flick of her arm, its silk wings flip out and lock into place. She jumps up as wind swirls around her and carries her up into the sky.

ZAHEER

(on radio)

It's time for you to find your own path. No longer will you be oppressed by tyrants.

KORRA looks down from the sky to see a huge gap in the palace's outer ring wall as a large section has collapsed outwards. The fallen base of the wall is glowing red with a cooling pool of lava.

KORRA

(to herself)

No.

EXT. INNER RING WALL

GHAZAN stands before the massive, horizon-blocking wall. He sinks down into a powerful low stance. He roars with exertion and the bottom stretch of the wall begins to glow as orange light begins to shine out from the places where the blocks join. The glowing cracks spread as molten rock begins to drip out. Slowly but surely, that thick stretch of wall goes tumbling down.

ZAHEER

(on radio)

From now on, you are free! The walls that chain you will be torn down! I deliver Ba Sing Se into the hands of the people!

EXT. LOWER RING WALL

Uniformed Earth Kingdom soldiers stand around their guard post, listening to the radio with worry and fear as the transmission transfers to music. Then they turn to look outside and see the poor residents of the Lower Ring walking out of every street and ally. In a few seconds the crowd is growing to massive numbers and more are coming. They stand and wait with barely restrained revolution. The fearful soldiers turn around to look up at the fortified heights of this wall that still stands, for now.

EXT. PALACE ROOF

ZAHEER and P'LI stand in the highest roof, looking out at the pillars of smoke rising in the distance in the crisp morning light. They kiss as they bask in their triumph.