RECAP: ‘Foundation’ Season 3 Episode 5 — “Where Tyrants Spend Eternity”

Well, it was fun while it lasted. Foundation is a weird show, and that’s solidified with Foundation Season 3 Episode 5. Every time I think we’re building momentum to some narratively interesting thing, we get pulled into weird asides that do nothing more than set up the next episode or start cool conflicts and then resolve them immediately without letting them breathe.

It doesn’t take much for a show with big ambitions to hit snags, and Foundation’s ambitions are definitely big. Sometimes, it just feels like it’s writing checks it can’t really cash. Foundation Season 3 Episode 5, titled “Where Tyrants Spend Eternity,” is one of those times.

Don’t get me wrong; a lot of what’s here is good. I feel like we’re getting here too fast, and discarding characters and plot beats before they’re thoroughly cooked and seasoned. A lot of how these choices land will depend on how they play out, and that part, well… I don’t know yet, reader. That’s the beauty of episodic TV. Maybe it’ll be great. Maybe it’ll crash and burn. We’ll find out together. Let’s get into it.

Foundation Season 3 Episode 5 opens with Stoner Day (Lee Pace) making it to Mycogen. He’s quickly ambushed by dudes in funny hats and shot at a lot, only for them to reveal that it’s not Day at all, but some old dude Day hired to pretend to be him. Day is a step ahead! We will not see him again for the remainder of this episode. This scene could have been an email.

Foundation Season 3 Episode 5 is putting Brother Dawn on the Edge.

Meanwhile, Demerzel (Laura Birn) finds Mavon (Ibraheem Toure), and realizes a couple things: first, they’re never gonna see Day again. Second, they have to go get Dawn (Cassian Bilton). Luckily, they know where Dawn is, likely because of his nanites, which seems like a pretty big oversight on his and Gaal’s (Lou Llobel) part. Aren’t they supposed to be geniuses? Anyway, Demerzel decides to handle it herself.

Cut to Dawn, who is on the Beggar’s Lament with Gaal. He’s not used to the whole “space travel” thing yet. Gaal allows him to ask some questions about the whole psychic powers thing, and Gaal explains that she and the Mule (Pilou Asbæk) have some things in common. Dawn asks the question on everyone’s mind: did she use her abilities to compel Dawn to team up with her? She says she tried not to, but it’s hard to tell. Ooh, that’s interesting.

We learn a couple of things here: one, Gaal at least tried to do this the right way, unlike the Mule. Good for her. Two, if she isn’t completely in control of these abilities, the Mule probably isn’t either. That explains why he’s needed help from Magnifico “Maggie” Giganticus (Tómas Lemarquis).

It also explains why Skirlet (Alie Gie) was so reluctant to hand over the gun after the Mule convinced her she’d like to shoot herself in the head a couple of episodes ago. Yes, these abilities are a huge advantage. They’re also not an exact science. At least Gaal is honest about it. Before they land, Dawn records a message for someone telling them how sorry he is.

Off to New Terminus, where Captain Pritcher (Brandon P Bell) is being brought before Indbur, who is not happy about Pritcher’s behavior. Our brave captain tries to convince Indbur to let him go after the Mallows so they can question Maggie, but the man with the sweet tooth isn’t having it. He locks Pritcher up. Oops.

Speaking of the Mallows, they’re having a bit of trouble. Remember how the Mule and his boys hit their fancy party yacht with a missile while they were trying to escape? Yeah. Well, turns out there’s some damage. A lot of damage, actually.

They can’t make it to New Terminus, but Toran (Cody Fern) figures out that they can make it to Haven, home of the Trader Alliance, as Gaal informs us in some absolutely baffling and completely unnecessary narration. My assumption is that the Foundation writers think we’re all looking at our phones, so we need to be reminded of pilot points ad nauseum. Once again, the more narration an episode of Foundation has, the worse it is.

Once they get to Haven, everything else on the ship breaks, so they’re shot down, which leads to one of the funniest dialogue exchanges in the episode. “Iceberg!” Maggie screams as they’re crashing down towards an iceberg. “I see it!” Toran yells back. That may not sound funny in print, but it’s funny when you hear it. Trust me.

Since Foundation Season 3 Episode 5 is largely incapable of staying with any one set of characters for more than a couple minutes at a time, we meet up again with Dawn and Gaal. Gaal is examining Salvor’s preserved zygote-child, which is… an oddly sweet thing, a nice character moment in an episode of plot. Gaal admits that it helps to imagine what that child might live to see. Oof. With how fast Foundation’s plot moves, it’s sometimes easy to forget how much Gaal has lost. This scene is a nice reminder of that.

“Where Tyrants Spend Eternity” has the season’s biggest upset but doesn’t give it time to breathe.

Gaal and Dawn plan to blackmail a man named Tarisk, who serves on the Galactic Council, to get the votes to enclose Kalgan, but the trick is that Dawn has to plant their fabricated evidence since, as an Empire, he can access Tarisk’s residence.

He plants the evidence just fine, and then runs into Tarisk and tries to convince him to vote his way honestly. Trouble is, Tarisk’s family has been stuck on Kalgan, so he’s against the idea. He also notices that Dawn has been at his terminal, forcing Dawn to play his hand.

Tarisk floats, telling the Council he’s being blackmailed, but Dawn promises to kill him if he does. Shortly afterward, Dawn realized that Councilor “what about my family” Tarisk has had a ladyfriend over, and she’s overheard everything. Dawn kills her.

As he leaves, Dawn tells Gaal it doesn’t matter because the Mule must be contained, but it’s clear he doesn’t want to do any of this. He’s just convinced that the end justifies the means. Bilton remains one of Foundation’s great strengths, and this scene is a great example of why.

There is Council pushback during the vote (we are reminded that a previous Cleon lost his entire fleet over New Terminus after trying to enclose it), but Tarisk admits that Dawn has convinced him, and that sways everyone. There’s a really cool shot here where we see a single no vote in the foreground — each Councilor raises their hand, revealing an elaborate piece of jewelry in their palm that glows either red (no) or green (yes) to vote — followed by several yeses that come up behind it. Foundation is good at visual storytelling when it wants to be.

On Haven, Toran’s Uncle Randu (Darren Pettie) rescues him, Maggie, and Bayta (Synnøve Karlsen). Toran and Bayta don’t really get along, mostly because Toan left the Traders and Randu took that personally, but Bayta turns it into a great joke about how there wasn’t enough drama at the wedding.

Toran leaves Bayta alone with Randu and heads outside with Maggie. We learn that Toran’s parents and Randu’s son died in the same shuttle accident, and Toran lived with Randu afterwards. Toran finds the Traders narrow-minded, but Maggie is pretty impressed by everything here. Maggie plays some music to help Bayta, who is working on Randu.

She can drink, she can re-seal a spacesuit, she’s got it all. And Randu admires her working-class origins and her love for his nephew. Bayta convinces him that the Foundation needs Maggie, and that handing him over might help Randu bargain for the Trader’s freedom. Plus, you know, Maggie’s music is going in the background, so that probably doesn’t hurt.

Randu agrees as Toran comes back in, and you can tell both he and Toran want to make things right with one another, even though both are too proud to admit it. Foundation is better when it slows down and lets us spend time with its characters, and this scene — and the performances from everyone here, but especially Karlsen — is one of the episode’s high points.

Karlsen is one of the best parts of Foundation Season 3 Episode 5.

Meanwhile, the Imperial Armada is enclosing Kalgan and Tarisk is desperately contacting his family. Empire is dedicating several fleets to this, and it does work… for about ten seconds. Then the Mule appears via holo, complete with an evil laugh, and reveals it was all a trap! He’s always been a step ahead! Remember how they took that jump gate a while ago?

Yeah, well, they put a cobalt spike on it, and that’s bad. The gate fires the spike into the nearby star, and the resulting explosion destroys the gate, the fleets, and the planet. Asbæk’s performance here is fine, but man… the Mule is boring. Dude is all but twirling his mustache here.

Dawn escapes with a little misdirection from Gaal, who disguises herself as him so he can escape. Dawn makes his way to an airlock, and Gaal is planning to pick him up in the Beggar’s. Dusk (Terrence Mann) gets the message that Dawn recorded earlier. Turns out, he’s who Dawn was apologizing to.

In the airlock, Dawn asks Gaal if she knew this would happen. And Gaal admits, yeah, she basically did. Empire is stronger than it should be in the projections, and she needed to fix that to beat the Mule. The Empire needed to be weaker so the Foundation would be the larger target. She admits to using Dawn so the Mule could take Trantor and they could beat him there.

Gaal sounds like she feels bad about this, but this is a remarkably stupid thing to admit to while she’s trying to get Dawn to trust her enough to save his life. Clearly, she thought a lot about this and had no issues lying to him until now. But now, when his life is in the balance?

It’s Gaal’s turn to hold the Idiot Ball so something dramatic can happen. Dawn is understandably enraged — Gaal’s plan has just killed a planet and the entire Imperial Armada — but his troubles are far from over.

Tarisk has somehow tracked him to the airlock and is so emotionally distraught that he also makes a very stupid decision and fires a weapon inside an airlock, blowing the outer door open and sending them both flying into space. Dawn, at least, is wearing a suit and could conceivably survive, but Tarisk is as dead as dead gets.

As Dawn is blown out into space, we hear the end of his message. He tells Dusk to be brave, and that he will see him “wherever we tyrants spend eternity.” Oof. It seems Cleons are damned, even when they try to do the right thing. Good job, Gaal.

Speaking of Gaal, there’s a breach on the Beggar’s airlock. Gaal, devastated by guilt — yeah, girl, you should feel bad — hopes it’s Dawn, and rushes to meet him. Instead, she finds Demerzel, who cracks wise about how good Gaal looks after 300 years. Scary musical sting. Roll credits.

From a plot standpoint, it’s hard to be mad at Foundation Season 3 Episode 5, aside from a couple of weird scenes that don’t really need to be there (Hi, Day!), It’s pretty much a whirlwind. From a character perspective? There’s some good stuff, especially with the Mallows and from Bilton, who does great work as Dawn. As a whole? It all feels rushed.

You can’t be mad at Foundation Season 3 Episode 5, but you can be frustrated that it falls short.

We finally get the Enclosure, something we’ve been building to for several episodes, and the Mule just wins seconds later. Was that all according to Gaal’s plan? Maybe, but man, it would be nice to sit with the ramifications of that for a second before the Mule just magically wins, Gaal betrays Dawn, admits it, and is left responsible for the death of a planet.

All of that happens very fast, and while I’m probably the most upset about the possible death of this Dawn, it undercuts the emotional impact of everything else. Gaal is doing some really messed-up stuff! An entire planet and everyone on it is dead! All the people in the Imperial Armada are dead! There is no Imperial Armada anymore! And we don’t get to sit with any of it, really.

Because now Demerzel’s here, and Gaal is in trouble. We don’t even get a moment to absorb what just happened because we’re off to the next thing. It’s exhausting. I want to feel the impact of a dead planet, of what this means for Empire—or Dawn’s likely death. But I can’t. We’re already off to the next thing.

I’ve said this a lot, but when Foundation is allowed to breathe, it’s quite good. But it almost never is. Watching this TV show is like being in a nonstop sprint. Part of that is the ten-episode format, but part of it is how Foundation is written. It needs to slow down. Foundation takes place over hundreds of years. Why are we rushing so damn much in Foundation Season 3 Episode 5? Until the audience is allowed to take a second and live in these moments, Foundation has a ceiling. And a show based on what many people consider Asimov’s magnum opus really, really shouldn’t.

Foundation Season 3 Episode 5 is streaming now exclusively on Apple TV+ with new episodes every Friday.

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