I hoped we’d reach this point eventually, but I didn’t think we’d get here this quickly. I’m not talking about anything that happened during this episode of Foundation, not per se anyway. I’m talking about everything that happened during this episode of Foundation. I’ve said before — last season, in fact, and in another episode directed by Roxann Dawson, which I suspect is no coincidence — that there sometimes comes a point when a TV show is doing so many things so well that a regular review just won’t cut it. That’s when I grab a bullet-point bandolier and start letting rip with the minigun like it’s Predator. 

It’s possible for a show to cook so hard that all you can do is list the ingredients, then get the hell away from the stove. Foundation Season 3 is such a show. And here, in no real order, is a list of things that made this particular episode, directed by Dawson and written by Jane Espenson and David Kob, a goddamn sensation.

• Thoughtful editing is a rarity on television. I don’t mean that anything you’re watching these days is cut like a particularly bad Mystery Science Theater 3000 movie, I mean that the editing is intended to service plot, dialogue, and character rather than make its own visual, tonal, emotional statement. That’s not how Foundation does things. Throughout this episode I was struck by the way one image played against the next from half a galaxy away: the opening credits to the swirling green hedge maze of the palace; a dissolve from the maze, to a moon, to a spaceship; a cut from the lush, cool home of Gaal Dornick and her undercover lover, Captain Han Pritchard (!), on Second Foundation to the cold metal of the space station headquarters of First Foundation; the mesmerizing rhythm of Brother Day and his bodyguard’s hoverbike escape from the palace. Editor Phil Hamilton employs a variety of techniques to either contrast the story’s countless facets, or create reflections of one in the next.

• Much of the imagery he’s cutting between is the work of visual effects supervisor Chris MacLean, and if you wanted to make the argument that he’s doing best-in-field work even in a world where Andor and House of the Dragon exist, I wouldn’t contradict you. Andor in particular is a worthwhile point of comparison: Both are stories about an Empire based on a planet-sized city doing cool things with spaceships, but Foundation looks like it reinvented how this would look from first principles rather than just doing Star Wars knockoffs. Trantor does not look like Coruscant, Empire’s jumpships have nothing in common with Imperial Star Destroyers — and that’s good, because these things take starring roles in both franchises, and need to stand alone.

• But you also have to credit director of photography Owen McPolin, who completely avoids the blue-and-orange color grading that has somehow become industry standard. The bold use of reds alone sets Foundation apart even from Andor, and the air in these places feels like air, not some strange teal/apricot digital miasma.

• It’s Dawson who has to tie it all together, though, and based on her track record on this show there’s no one I’d rather have in the driver’s seat. An android unzipping her face? An immortal psychic mathematician flirting with her flyboy boyfriend? An extended riff on rain-slicked neon-noir retro-futurism in a cyberpunk city? The ineffable bond between old rivals turned dear friends who care about each other more than lovers? You could drill down on any one of those aspects of this episode for a full hour; Dawson has to make all of them work, one after the other.

• The script by Espenson and Kob helps a great deal here, softening up the viewer for the experience by hitting them square in the face with a pair of major revelations. First, Captain Pritchard is a mentallic from Second Foundation, working undercover in the First when he’s not back home with his (thanks to cryosleep) on-again, off-again girlfriend, Gaal. These characters, and actors Lou Llobel and Brandon P. Bell, have very convincing chemistry. It reminds me of how much both Llobel’s Gaal and Leah Harvey’s Salvor Hardin grew in stature when the two were able to play off one another. (Unfortunately, that connection was what enabled the Mule to learn of Gaal’s existence when he broke into Pritch’s brain last episode.)

• The big shock comes right in the first scene, though. Do you remember the dual terrorist attack by the “barbarian” planets Thespis and Anacreon on Trantor’s towering Star Bridge in the series premiere, which set everything in motion? Demerzel does. In part that’s because she’s the only person (other than Gaal and, kind of, Hari) who’s still alive to remember it. But mainly, it’s because it was her idea! She tells her Luminist confessor that she gave the attackers the bombs and instructions on how and when to use them. (I said “Wait…what?” out loud.)

It all comes down to her robotic reasoning, which operates on a scale of millennia but which is also tied to her first, last, and only real commandment: She must serve Empire. At that time, Cleon XII was fixing to execute Hari Seldon for treason or heresy or whatever, but Demerzel calculated Foundation would actually preserve Empire, not bring it down. For the robot, the hundred million lives lost that day were a painful but necessary price to pay for obeying her programming. Lord knows if this was the plan from the start (although looking back, I see the investigation into the attack was personally overseen by, you guessed it, Demerzel), but either way it puts a compelling new spin on both the first season and this character.

• Demerzel takes both her face and her whole head off in this episode — first to show the Luminist priest Zephyr Vorellis she’s really not dealing with anything close to human in terms of how her brain works, second for maintenance. But between the optimistic, empathetic Vorellis and the bitterly skeptical Brother Day, we get two takes on her humanity beneath the mechanical edifice. Vorellis sees in Demerzel a woman who has been reborn twice already — first when the Zeroth Law was added to the programming of all robots, then when the “serve Empire” law was added to her specifically. When the Cleons die and Empire ends? A third rebirth will take place. In other words, she’s reincarnating, just as humans are said to do. She has a soul.

• The robot talks to the Zephyr in detail about the pain of watching her victims on the Sky Bridge die burning or freezing in space. But Brother Day, grieving his lover’s Demerzel-induced memory loss and removal to the remote Mycogen level, has no time for the idea that “it” can feel real emotion. He goes on about how messy and disgusting her kind must find regular people, with their toenail clippings and “stinking bowels”: “Do robots dream of wiping their own asses, then?” he asks, tweaking Philip K. Dick when Demerzel explains that the human form was judged highly effective by her makers.

• The dialogue in this scene is really killer, and Pace’s anger against Laura Birn’s drum-taut reserve makes for a powerful contrast. What does she hear when humans say they love each other, he wonders? “Do we sound like ducks quacking? LOOOOVE! LOOOOOVE! LOOOOOOVE!” He makes the word sound harsh and cruel, which as far as Demerzel goes is exactly his intention. No matter how little choice she has in what she does, he holds her beneath contempt.

• On a less serious note, Brother Dusk and Foundation Ambassador Quent use the Prime Radiant to make an erectile dysfunction joke. With (again) delicious romantic chemistry, actors Terrrence Mann and Cherry Jones depict the monarch and the diplomat as he reveals to her the Imperial copy of the Prime Radiant, given to Demerzel by Hari Seldon himself during Season 2’s so-called Second Crisis. Without Demerzel’s assistance, Dusk struggles to turn the thing on for a few moments. “It happens sometimes,” Quent tells him, the light in her eyes revealing she knows what she’s saying. “I could give you a minute…” Their embrace as they gaze at the end of the future is as poignant as the dick joke is funny.

• Day has a secret of his own: He plans to run away to find his exiled, mind-wiped courtesan/drug dealer girlfriend, Song. But he’ll need something to get her back from the people of Mycogen, who’ve been worshipping robots for centuries right under Empire’s nose(s). He figures out what to do when he speaks with the digital ghost of Cleon I, whose façade as a legendary leader and wise man conceals a deep vein of sociopathy. (He’s the guy who rescued Demerzel from solitary confinement only to enslave her to himself and his genetic descendants, you may recall.)

Indeed, the original Cleon,  who somehow seems both taller and broader than his bearded doppelgänger-descendent, killed 20,000 people when he visited Mycogen during his reign. He’s proud to say why — they’re followers of the Inheritance, a robot-worshipping cult, and he hoped to wipe the religion out completely — but he’s reluctant to say what he was doing down there in the first place. Cleon XXIV gets it out of him, though: He went there in force to steal robot-repair tools they revered as relics so that he could give them to Demerzel. Naturally, he keeps the whole love-slave aspect of all that a secret. 

• Day’s the guy who allows Foundation to go full outrun aesthetic as he and his soldier pal Mavon cruise to the outskirts of the palace grounds at night, the red and white lights of their hoverbikes fuzzy in the distance before slowly coming into focus, bouncing off the glossy surface of the roadway. Unfortunately for Mavon, Day figures out it’s the guard’s intention to betray him to Demerzel and kills the man, ditching his personal nanite supply in the process to throw his hunters off the scent. So much for Mavon’s poor sick little girl, who was supposed to be the nanites’ beneficiary. Day does leave her his ferret, though. Small victories, I guess.

• Dawn’s also being tracked, since he’s MIA too. He’s been summoned to another meeting with Gaal, and with no time to lose against the Mule, she convinces him to flee the planet with her even though his crowning is in a few short days. She says they can’t wait even that long, and as the person who’s had repeated psychic visions of a showdown with the psychic warlord for 150 years now, she ought to know. She also reveals that she’s a mentallic, which means explaining/demonstrating what mentallics are, and that her organization calls itself the Second Foundation. I wonder how that revelation will play.

• Here’s the thing, though. Even as Dawn is escaping the Imperial homeworld in Gaal’s ship, Day is driving deeper into its bottomless levels. There’s no escaping Empire, not even for him, he says, but he means to see how far he can get. With his own escape, is Dawn proving Day wrong? Or will it be the other way around.

• The last word I wrote in my notes for this episode is “WOW.” TV should always be this beautiful, savage, and strange.

Sean T. Collins (@theseantcollins) writes about TV for Rolling Stone, Vulture, The New York Times, and anyplace that will have him, really. He and his family live on Long Island.