


“THAT WAS ONE OF THE MOST DISGUSTING THINGS I’VE EVER SEEN.” I wrote this in my notes — bold typeface, all caps — after watching the Mule use a potato peeler to partially skin the palm of the Foundation socialite and influencer Toran Mallow. Surely, I thought, surely he’s not going to flay this guy using a potato p…okay, so he is, but surely we’re not going to see…okay, so we are, but surely he’s going to stop after…okay, so he’s not going to stop, and he’s going to mindwipe this guy so that being flayed alive makes him so happy he’ll beg for it. Most unpleasant, I must say!
But there’s been at least a little bit of a body-horror tinge to Foundation from the start. What else to call the cloned Cleonic Dynasty, which feels more Cronenberg than Asimov? (it’s the show’s invention and isn’t present in the source material.) But things really kicked into high gear in the Season 1 finale, when the beautiful android Demerzel ripped her own face off to vent her grief over being forced to kill a Cleon. She has a mouth, and she must scream.
Since then, moments of visceral violence to the body, human or otherwise, have been a tool in the show’s repertoire, albeit one it uses sparingly. Season 2 saw everything Brother Day battling assassins in the nude to Demerzel vivisected like a child’s anatomy model in the palace’s secret Bluebeard chamber. It’s just that it’s a lot easier to imagine a potato peeler being dragged across the meat where your thumb meets your hand than it is to put yourself in the position of a disassembled robot. You feel this one. (But I’m not making a GIF out of it, you freaks.)

You’re meant to feel this one. The show’s big challenge right now is the Mule, full stop. I don’t mean for the characters, though he is — I mean for the show itself. Recasting the role with Pilou “Euron Greyjoy” Asbæk and having him basically play that role a second time was a smart move in that respect. But you’ll have to do more to convince the viewers that this one guy, however many Professor X powers he may have, can take down both Empire and Foundation. You’ll have to do way more, in fact, since we have to believe he’s as urgent a danger as Brother Dawn, Gaal Dornick, and Hari Seldon all do. This episode has him do to Toran what we’re meant to believe he has in store for the entire galaxy.
The pure, gleeful, giggling capital-E Evil of the Mule gives me pause. The ruling fascist regime in America has given us plenty of cause to reflect that even in the real world, many of our worst villains really are just pure, gleeful, giggling capital-E Evil, with nothing more complicated going on than that. However, this can be tricky to execute in a fictional format.
When the Mule agrees to accept Toran into his entourage if he successfully insults him, then decides to flay him alive anyway because the insults he requested himself were too insulting, almost the only rational way that other characters can interact with him — playing on his vanity — goes up in smoke. Villain or no, you need some solid footing with this guy. There’s no reason to bother listening to a word he says to anyone else if those words mean nothing anyway.
But the whole Mule storyline this episode is a hoot. Hearing that he’ll be throwing a victory party at one of the conquered planet Kalgan’s hottest clubs, Foundation hotshot Captain Han Pritcher wants to get close to the man, and he’ll never have a better opportunity. But as some kind of psychic himself (we don’t know what his deal is just yet), he’s nearly crippled by the sheer force of the Mule’s power, and by the tyrant’s pressing question: “Who is Gaal Dornick?” Prticher recovers enough to hightail it out of the club and take off for parts unknown.
That leaves Toran and his beautiful girlfriend Bayta all alone. When she notices the Mule being cruel to his court musician, the marvelously named Bravado Magnifico Giganticus (Tómas Lemarquis), she comes up with a plan of her own. While Toran distracts the Mule by infiltrating his private booth, using his legit galactic fame to make the pirate king feel important, she’ll wheedle information out of Bravado while his boss is otherwise occupied.

Looked at from the narrowest technical perspective, the plan is a success. Toran distracts the Mule alright — only because the Mule tears a long strip of skin off his hand, but still. Bayta doesn’t get secrets out of Bravado — she gets Bravado himself, who joins them during their escape from the Mule and his rocket-launching minions.
But the Mule has bigger fish to fry. During an attempt at negotiation, Brother Dawn, who can’t ascend to the “Middle Throne” and fully take charge while his older brothers drag their feet on the transition, offers the Mule access to Empire’s jump gates for faster space travel. The Mule turns him down, since even at that very moment he’s busy coming up with an alternative: His forces wipe out everyone at the Kalgan jump gate after disabling the alarms, granting him all the access he and his ever-expanding navy need.
“Do you ever feel like your life is not your own?” he asks a victim. “Like it’s been overtaken by some holy spirit? It’s sort of a transcendent feeling you have to kill your way out of.” He sounds like MAGA cultists talking about Donald Trump, only he’s talking about himself. Be your own cult, that’s what I say! It demonstrates health self-esteem and shows initiative!

Speaking of personality-cult leaders, Dawn and Day are our other two main characters this episode. In an opening flashback set three years in the past, Dawn, aka Cleon XXV, visits the capital’s gorgeous, colossal library to research Hari Seldon’s forbidden discipline, psychohistory. When he requests a particularly challenging volume, the librarian knowingly directs him to a tome he knows for a fact should be in Foundation’s possession.
That’s because it was donated to the library by the elusive, quasi-immortal Gaal Dornick herself. She left it there during one of her awake cycles, strictly on the chance that some day, some Cleon or other might come to read it, and thus be the kind of Cleon a Foundation founder can do business with.
The librarian sets up a meeting at a tea house the next night. Dawn shows up in an old-school, analog, stage-makeup disguise, complete with a fake goatee, to avoid tripping the planets facial-modification sensors. Gaal doesn’t show up at all, though Dawn doesn’t realize he’s been talking to a hologram until the meeting is over.
Gaal’s working theory about the meeting goes like this. The 14th Dawn, one of the stars of Season 1, attempted to run away with a gardener who was secretly a rebel spy. The 18th Dawn, one of the stars of Season 2, successfully escaped, eloping with a foreign queen at the end of Season 2. This tells Gaal that Cleons of that age range are “just men who started to think for themselves.” Gaal presents herself as the 25th Dawn’s escape hatch — his means of defying the prison of his office.
Only he won’t be doing so over anything as personal or trivial as romantic love. Gaal warns him of the Mule, a man they must watch out for at all costs. By the time we rejoin Dawn in the present, he knows this man is out there, and he’s desperate to stop him. The Prime Radiant shows their dynasty is four months from ending, and this lunatic may be the reason why.
But Dawn is not the all-powerful Brother Day of the Imperium just yet. To order a blockade of the planet, which is technically in Foundation space, he needs at least one of his brothers to support taking the idea to the Council, whose approval he’d require to make the move. Dusk, Day, and even Demerzel, a student of psychohistory, all shoot the idea down. For one thing, the Council would never approve. For another, they’d smell weakness on the Cleons, and exploit it from that point forward.
Yes, the Council in Foundation is more protective of its powers than the United States Congress, and its Emperor is more bound by law than our President. It’s gross! Be grossed out by it!

If there’s a silver lining to all this for Dawn, it’s that, somehow, it brings him closer together with his brothers. Dusk, desperate to avoid euthanization, keeps inserting himself into things. Day, desperate to pull off a Dawn XIV/Dawn XVIII–style escape with his girlfriend Song and loyal bodyguard Mavon, never inserts himself into anything — not even Dawn’s robing ceremony, where his presence would have meant a lot to his younger clone-brother.
It turns out, however, that the Cleons have a secret tradition, passed on from one generation to the next after the robing ceremony, and the trio decide to take advantage of being together for the first time in ages to reenact it. It is, quite simply, tying one on — drinking from a flask of powerful booze kept hidden by Dusk for this exact occasion. One by one, they each take three swings of this rotgut while proclaiming the names of the three virtues the first Cleon asked the gods to grant him: “Strength! Wisdom! Fortitude!”
So the three men, young and old and middle-aged, sit on the steps in front of the thrones, laughing and drinking and back-slapping and wise-cracking and carrying on like old friends. I can’t remember another time Foundation has afforded all three of its Emperors this kind of grace note; it’s funny and sweet and strangely moving, even given all we know of these men and the regime they embody.
Day, however, has no illusions about any of this happiness lasting. If the Prime Radiant says their regime will fall in four months, then he’s by-gods going to live out those last four months his own way, as a free man (with a hot drug-dealing girlfriend). However, so many of his plans involve keeping it all secret from Demerzel, as if she’s as powerful as his brothers. But as one of the palace employees, Song, who was an erased-memory concubine until Dawn made her his kept woman and dealer, knows Demerzel only as a loyal servant, not an immortal and indestructible killing machine of a kind eradicated millennia ago.
Not everyone hated the robots, though, and not everyone hates them now. When Demerzel arrives to summon Day to Dawn’s Mule conference, Song makes a hand gesture that indicates she’s the member of a long-forgotten religious sect that worships robots as messiah figures. Since she is obligated to both preserve her secret and the safety of the Cleons, Demerzel mindwipes the woman and sends her home with no memory of her life with Day rather than allow her to report back to her coreligionists that one of their prophesied saviors still lives.
How can she present this to a devastated Day in a way he’ll understand, though? She tries her best. Noting that her programming prevents her from having freedom of choice most of the time, she notes that when she learned Song knew her secret, she could have, and probably should have, simply killed the woman. Instead, she merely (“merely” should be in sneer quotes) erased Song’s memories. She did this for Day, she says, tenderly caressing his face. While he’s visibly, physically relieved to learn Song is alive, he’s unsurprisingly unforgiving about the whole situation, screaming at Demerzel — always an “it” to him, never a “she” or a “her” — to get out of his beach community.
Plot-heavy recaps of a plot-heavy show tend to make those shows feel, well, heavy. There’s always a lot going on on Foundation, and since much of the business is very grim, cataloging it feels a bit like reading your New York Times push notifications. Collapse of civilization, fall of empire, rise of a tyrant, destruction of all that is kind and good in this world, flaying shirtless himbos with a potato peeler…It’s a lot to take in.
Not when you’re watching, though. Director Tim Southam drops us into the action with a you-are-there shot of Dawn’s huge landing craft touching down and keeps things spectacular from there. Bravodo Magnifico Giganticus’s performance is a sci-fi psychedelic musical rainbow, staged in one of those futuristic nightclubs that play EDM as heard everywhere from Andor to Dune: Prophecy. From lamplit glow of the library to the red light of the nightclub exterior, the scenery is vividly realized.

The script by Eric Carrasco and Greg Goetz, meanwhile, is full of funny little gems shining out from in between the flayings and the mindwipings. My favorite line goes to Day, who asks Song, “Are you feeling alright, darling? You’ve hardly touched your drugs.” (Second favorite is him insisting to Demerzel that “giraffe” is pronounced with a hard “G.”) Toran referring to the child princess whose archduke father the Mule killed as “your drunken toddler” is a nice bit too, as is her scampering after the Mule and his goons when they leave like she’s about to yell “Wait for meeeeee!”
And all the Cleons resting their chins on their hands in contemplation simultaneously? It’s a great visual, but it also points to how similar these three men are despite all their self-perceived differences. Like so many aspects of this show, it works on multiple levels, which is why Foundation, like any empire, works so well.
42:00 ALL THREE CLEONS REST THEIR CHINS ON THEIR HANDS