A/N: some intimacy, friendship, and Lee's backstory

She found herself in the Dragon Flats's Flat borough once more, standing in front of Lee's apartment door. She felt pathetic, calling without phoning ahead, and when her knocks went unanswered, even more so.

It was the middle of the night, after all. Why she expected he'd be up was beyond her. Maybe she just needed sleep. She wasn't thinking clearly. This was stupid. She bumped her forehead against the wood, sighing deeply.

"Taraka?"

She jumped, but just barely, surprised that she didn't hear his footsteps. Lee stood at the top of the stairs, dressed in a coat for the evening chill, eyes wide behind his glasses.

"You're late," Taraka joked lamely.

"You're... you're here. Why are you here?"

"Why are you late?" Taraka returned.

"I couldn't sleep... out on the town... I thought you were busy with that task force of yours. I didn't expect to see you," Lee said, finding the keys in his pocket.

He let them both in, toeing off his shoes and hanging his coat.

She kissed him at the doorway. He pushed her away, halfheartedly, his face rife with conflict. "Don't think about it," she advised, locking the door with one free hand as the other drifted up, cupping the back of his head and pulling him into another kiss. This time, he didn't hesitate—his arms wrapped around her back and he returned the kiss passionately.

She yelped softly when his hands trailed low and lifted he lifted her up by the thighs, carrying her to the bedroom, navigating the hallway deftly even as they were busily devouring each other's mouths, unmindful of anything but the inside of that apartment, and the warmth of each other's bodies radiating through their clothing.

The last time they'd seen each other, they'd laid on the bed, kissing for nearly an hour. It didn't go beyond that, and every time Taraka tried to initiate something, Lee simply held her hands to stop her, and out of respect, she stopped trying. It was new to them, after all. They had time.

After this night's duel debacle, though, Taraka didn't feel as considerate, and immediately went for the buttons of his shirt, ripping some of them off in her haste. She pulled away for a moment, apologizing breathlessly.

"Sorry, I—mmph!"

Lee didn't seem all that concerned with propriety either, this time around. Following Taraka's lead, he unclasped the front of her shirt halfway down before yanking the whole thing to her waist, biting and sucking at her collarbone.

"I—Are you—"

"Yes," Taraka interrupted, meeting his eyes. "The answer is yes."

The morning came too soon, sunlight drifting in from the window and the distant clanging bells of public transportation disturbing Taraka's slumber.

She turned over and found Lee already awake, sitting on the opposite side of the bed, bent over, head in his hands. Taraka reached over, but he flinched when she touched her, and she wondered how much he regretted what they did with an ache blooming in her chest.

"Bad night?" she said lightly, the joke falling flat.

"It was... trying," Lee answered before long. "I was hoping I'd see you, when I went out. When I actually did see you, I didn't think. I just... felt. I felt overjoyed that you'd come to me when I spent the whole night thinking about you."

Taraka got on her knees on the bed and wrapped her arms around him, hugging him to her chest from behind.

"Do you regret what we did?" she asked quietly.

"Yes," he answered. "But not for the reasons you might think," he added, kissing her hand.

"Well, I don't," Taraka said, the heaviness in her heart falling away. "Last night was lovely. And I wouldn't mind doing it again." She nuzzled the side of his neck, feeling a pang of hurt as he stood, pulling away from her grip.

"Do you have... is there something you can take?" Lee asked, and it took Taraka a moment to realize what it was he was asking.

"I have tea," she said. It was a special blend, one to encourage bleeding and prevent childbirth. When she was young, on her first legs in the city, she was appalled by the apothecaries who carried such substances. But it didn't take long for her to realize their usefulness, and she took to keeping a stock in her home, despite her admittedly dry love life.

"Good. I—Taraka," he began, "It's a difficult time right now."

"You're telling me," Taraka sighed.

It shut her up when he knelt in front of her, locking our gazes with the intensity of his stare, something strange about the green of his eyes—something deeper, brewing underneath.

"I love you," he said slowly, deliberately.

Taraka had never known words to affect her so much, but the moment he said it, she had to take a breath, closing her eyes as tears began to escape.

When she opened them, Lee looked worried, even guilty.

"I'm sorry," Taraka laughed shakily. "I just... I didn't realize how much I wanted... how much I needed to hear that."

She wrapped her arms around his neck, smiling with a tilt of the head. "I love you too," she said softly, just as seriously. "But I feel like there's a 'but' that you're waiting to drop on me before the end of it."

"As I said, it's a difficult time," Lee said. "And very soon, I might not get to see you anymore. I don't want this relationship to be built on the pain of losing each other so early."

"Losing each other?" Taraka said, eyes widening. "What do you mean? It's not like you're gonna die anytime soon, right?"

She didn't mean for it to come out so seriously, but was still relieved when Lee shook his head.

"Things have just been really tense here in the borough and I might have to move soon. And it'll be a rough move, so I might be out of contact for a while."

"How long is a while?" Taraka asked, a deep frown heavy on her face, anger bubbling beneath the surface.

"I don't know," Lee said. "But it's not for another month. We have time," he added, desperation tinging his words, soothing the anger Taraka had yet to release. "Don't we?"

Taraka kissed his shoulder softly. "I'm hosting a gala in four days' time, to honor the protectors of the city—my task force deputies will be there, as will Beifong's metalbending police, and some big names in big businesses. A bid, more than anything, to increase manpower and financial aid. With the Equalists growing in number and more chi-blocking camps popping up, we're gonna need the full support—you know what, it doesn't matter," Taraka said, shaking her head. "The point is," she continued, "I want you be there with me."

"I understand the bid for support," Lee said, "but wouldn't my presence be extraneous? Or are you still going to show me off to exemplify your support for the non-bending community?"

"No," Taraka said. "You won't have to do or say anything you don't want to, and I won't use you for something so petty. Not anymore."

She melted into his embrace. "I just want you to be there. I want you to be a part of my life the way you've made me a part of yours. You don't have to, of course, but I'd love it if you could."

"I'll... I'll call you a day ahead, at the latest," Lee said, a tenuous answer, but an answer nonetheless, and Taraka kissed him with a sweet smile of reassurance.

Taraka visited Korra at the Air Temple two days after the encounter.

She was shaken that night, but now she seemed fine—surprised, even, when she saw Taraka climbing the steps to see her.

"Councilwoman," she greeted. "Um... what're you doing here?"

"I came to see how you were doing," Taraka answered.

"I'm—I'm fine," Korra said nervously, making a show of bending in an attempt to prove it. "My bending's all together, and I've been training with Tenzin, and—"

"Tenzin told you not to trust me, didn't he?" Taraka interrupted, and Korra slumped.

"I don't think he likes you very much," Korra sighed, sitting on the front steps. Taraka shrugged, taking a seat beside her.

"Well, Tenzin's never really liked me," Taraka said airily. "He was always so very democratic, so full of Air Nation wisdom. I was more of a take-action kind of woman. We've been clashing on a lot of issues since before I was even on the Council."

Korra chuckled. "I don't doubt that. How long have you known Tenzin for?"

"For about as long as you've been alive, Korra, give or take a couple of years," Taraka said. "I mean, if you're asking how long we've been on arguing terms, I'd say since about two years before I took a seat on the council, but I met him when I was still an assistant, serving under an official in the boroughs near the docks. The Agni Kais once tired expanding their territories there, but thanks to my boss Bagsik, they got some authorities to tighten security there and the triads were pushed back."

"Oh? What happened to him?" Korra asked with genuine interest.

"He was killed by Agni Kais," Taraka answered bluntly. "It wouldn't have happened if the council had taken his proposals more seriously much sooner, but after his murder, they were inclined to deal with the triads more strictly."

"Excuse me for saying so but when I got into the city the triads were still pretty much a terror," Korra said. "How strict is strict?"

"It was worse before," Taraka said, giving her a dry half smile.

"I can't imagine," Korra said softly.

"So you can understand why Tenzin and I butt heads. Here on this island, he's safe. He's never had to worry about the triads killing him on his way home or targeting his family. He doesn't know what it's like to fear for the people you care about just living in the city," Taraka said solemnly. "But I do. That's why I came to you, and not to him."

"I noticed," Korra began cautiously. "You were the first authority figure in the city who thought I was capable of anything beyond wrecking stuff and failing training."

"That's because I saw a little of myself in you," Taraka remarked. "And, granted, I have had my share of failures and wrecking things," she chuckled. "In fact, my father—"

She stopped, surprised at what she was about to reveal. How odd that Korra should so easily bring her past out of her.

"What about your father?" Korra asked.

"He was, uh. He was a strict man. Always expecting us to do above and beyond, always telling us to strive to be better than the best, that mediocrity had no place in his household," Taraka said. "I had my share of failures in his eyes. My brother was a bending prodigy, and I was a bit slower on the uptake. Eventually I found my niche in politics and worked hard to get where I am today. I learned from my failures, and if they hadn't happened, I don't think I'd be as strong as I am now."

She turned to Korra, smiling encouragingly. "Your failures don't make you a failure, Korra. They may belong to you, but they don't define you. I don't doubt that in time, you will be the greatest Avatar the world will ever know."

"Thanks, Councilwoman," Korra said earnestly. "I needed that."

"You can just call me Taraka."

"Taraka," Korra repeated happily. "You can just call me Korra, then. Tenzin's got you pegged all wrong. You're a pretty amazing person."

"Likewise, Avatar. Korra," Taraka amended. "If you're not adverse to it, perhaps I might consider you a friend?"

"Friends? Me?" Korra said incredulously, before quickly adding, "I mean, of course! Of course, I'd love to have you as a friend."

"That's good," Taraka said, standing. "We did make a good team in the task force, after all," Taraka reminded her. Korra frowned.

"I'm grateful for everything, but I won't be rejoining your task force anytime soon," she said.

"I know," Taraka replied. "And I don't expect you to. After what happened with Amon, nobody expects you to."

Korra's brows knit together in thought. "I still want to help, though."

"If it comes to that, I'll go straight to you," Taraka promised, taking her leave. "Meanwhile, try to enjoy your weeks of peace and quiet."

"If by peace and quiet, you mean intense training at the pro-bending arena, then sure. I'll enjoy that," Korra laughed.

"I'll make sure to listen out for you," Taraka said, waving goodbye.

She saw Tenzin emerging from within the temple, catching a glimpse of her as she walked down the steps. Hopefully this amiable conversation she just had would prevent him from driving a wedge between them. A friendship with the Avatar, after all, was an asset she could benefit from in the future.

The Dragon Flats borough was the largest settlement of non-benders in the city, and a favored target by triad thugs. The citizens were often too afraid, too weak to defend themselves, and the bending authorities would too often be too late in their attempts to assist the victims.

Lately, though, it became perfectly clear to the triads that Dragon Flats was no longer good for benders. Since the revolution began its slow ascent, more and more citizens were revealed to be chi-blockers, trained to fight against anyone who might pose a threat to them, bending or no.

It was a good change, but too slow going.

"Lee! It's good to see you, finally. Been too busy to come see how things are going, huh?"

"I'd be lying if I said it's good to see you too, San Tzu," Lee said lightly. "How are things going?"

"We just got a new batch last week. Fast learners! Good thing, too. At the rate those task force jockeys are going, we're trying to ease up on training until we're sure our people are safe."

"Amon is formulating a plan as we speak," Lee said. "Lately we've had some leads plant false information, but between lies, the truth seems to have a habit of coming out."

"You're telling me," San Tzu sighed. "Manoru was arrested last week distracting task force benders while the students escaped. How much longer do we have to keep doing this before something changes?"

Lee bit his lip. "A month, San Tzu," he said decidedly. "A month, and it's all going to change."

"I hope you're right. So tell me, does part of this change include your late night rendezvous with a certain bender lady from the upper class districts?" San Tzu said, his tone more playful than accusatory, though as suspicious as it ought to be.

Lee turned away, not allowing the man to see the expression on his face.

"If I told you it was?" Lee said carefully.

San Tzu shook his head, laughing. "Cold, Lee. I didn't figure you to be that cold."

"We all fight for the same cause, San Tzu. This is bigger than any of us."

"Just be careful, okay?" San Tzu said kindly. "Nobody doubts your loyalty, but you can't really stop people from talking. New benders and outsiders in the Dragon Flats are never good news, so a lot of people have got both eyes open when it comes to that."

"Fine," Lee said shortly. "Thank you," he added.

"Come on, then. They're waiting for you."

Lee nodded as he was led into the shopkeeper's basement, the painted mask of Amon staring down at him from the poster, large enough to block the windows looking in from the street.

"Hello, everyone! May I introduce one of our chi-blocking masters, one of the first to teach the art to further the Equalist movement. A man with a keen sense of justice, one who you now may call sifu Lee."

The day he'd given up the name Noatak was a great relief for him.

Noatak, after all, was a disgrace, a failure best left to the past.

Noatak had been a bloodbender of rare skill, a boy who used his powers to manipulate others, even loved ones. Noatak had enjoyed that power, too much, and when he stopped being Noatak, he had washed his hands of that love of suffering, killing it with kindness and empathy and the hope of a new beginning.

Noatak had abandoned his family. He loved his mother, but she was weak, and he knew she would not be harmed. He once loved his father, but it was clear that there was no helping the monster consumed by hatred and revenge. The family Noatak had left behind was his sister, his most trusted friend, the most important person in the world to him. And Noatak had abandoned her, called her weak as he made his way through a blizzard, never to see her again.

Noatak... Noatak had loved her.

His greatest disgrace was that he'd loved her, more than any brother ever should love a sister.

He didn't know how long ago it started, but by the time he was fourteen, he became aware of how ingrained it was in his spirit, so much so that he could not abandon it for as long as he remained Noatak.

Ever since they were children, Noatak looked at Taraka and saw something that was his, and his alone. She was his, and they would never be parted, and only when Noatak was seventeen and Taraka was fourteen (and, by their village's custom, of marrying age) , did Noatak realize what that meant.

He carved her a necklace not out of kindness. He did it for the same reason he quite subtly and wordlessly threatened the young men who came to their home looking to speak to her, the same reason he mocked the girls who tried to get his attention. He did it for the same reason he endured his father and shielded her from his wrath.

He was in love with his sister, and that was his greatest disgrace. He saw her growing into something strong, but he could see the barest slivers of darkness in her, and he knew he had corrupted her.

Noatak had abandoned her, but he rationalized, later on, that it was better for her to be away from him. He was ruin, and would not be around for much longer.

Soon enough, Noatak was gone. Abandoned. Dead in the storm, he decided as he cut his hair and changed his clothes for the trip.

He was going to Republic City. Start a new life. And he wouldn't be Noatak when he did it.

"Heyyy, how about Lee? Lee's a nice name, common, unassuming, something to build up from! I think you could look like a Lee, if you wanted to," said the trader who he met on the ship, someone oddly familiar, but helpful and intuitive, knowing with one glance that he was looking for a new life and was leaving an old one behind.

"Listen, Lee, can I call you Lee? Yeah, listen, Lee, if you need any help, don't forget to call your good friend Varrick, huh? Republic City is the city of opportunities! And I don't want to see you miss yours."

Fifteen years later, Lee was glad to know Varrick was still helpful, as the first shipments of Future Industries' new inventions began coming in.

"One month," he murmured to himself as he watched the new chi-blockers finish their forms. "And everything will change."

One thing he knew that would never change, though:

Noatak or Lee or even the great Amon, there was no hiding the fact that even after all these years, his heart still burned for Taraka (his sister, the Councilwoman, the enemy).

It was the one thing, he knew, that he would have to live with forever, or die of, if it ever came to that.

Twenty years ago...

"Here, see? You form a sphere around you like this, and just keep feeding it water as it spins. It'll protect you from fireblasts."

"How do you even know we'll be dealing with fireblasts?" Taraka challenged, creating a spinning ball of water in preparation, melting it from the snow beneath her feet.

"You never know! It's always good to be prepared for any threat," Noatak advised.

Taraka nodded, taking the water and forming it into a protective sphere, continuing the motion as her brother said and feeding it water as it spun. Within the sphere, she could see the ice-men they'd sculpted for practice, and with the points of her fingers she struck at the ever-growing sphere, shooting icicles at the targets and cutting parts clean off.

She let the water drop in a perfect circle around her. "Noa, did you see that?" she said, laughing delightedly.

"That was inspired," Noatak said, nodding approvingly. "Look you decapitated that one. Got any plans to take the heads off those boys who keep bothering you?"

"It's just ice," Taraka said. "It's not like people are made of it. The icicles won't do that much damage."

"You're a powerful bender, Taraka," Noatak said. "You can make the ice do as much damage as you need it to."

To demonstrate, he picked up a stone from one of the jutting masses of earth beneath the snow and threw it in the air. He then bent an icicle at it, his movements sharp and eyes narrowed in concentration.

Taraka's eyes widened as the stone was sliced right down the middle, the pieces falling in two different directions. She picked one up and examined it, feeling the smooth cut.

"This is amazing, Noatak," she said in a small voice.

"The two of us?" Noatak said, wrapping an arm around her. "We're the strongest waterbenders in the world. Together, we're invincible."

Taraka smiled, a toothy grin full of promise. "Yeah. Yeah, we are. Just the two of us, together."

And she bent an icicle at the jutting stone, leaving a deep cut in the rock face.

A/N: Reviews are always appreciated!