In case you don’t remember how this works, these are Joseph’s initial thoughts, reactions, and predictions from watching the episode. Spoilers follow for the show and the books past this point. Proceed at your own risk.
Simultaneously published at Comics, The Universe, and Everything.
Watching Foundation S3E04
Directed by Roxanne Dawson! Here we go!
Aerial view of the area with the tree.

“Do you feel regret?” Followed by images of the Star Bridge.
“You sought out confession. That seems to suggest a capacity for it.”
In retrospect, confession is a wonderful Asimovian device to quickly drive the plot through conversation. This is as efficient as a “captain’s log“ on an episode of Star Trek.
Better because it’s a dialogue. You don’t need a quiet voice of inner morality with a character of moral authority right there.
Jon caught this last time. The very first time we see Demerzel in S1E01, she’s gazing up at the Star Bridge.
In the last two episodes, they’ve pinned the current episode to a previous one by repeating an exact shot. Here we get a repeat of our initial glimpse of Demerzel.
“I have held the secret for more than three centuries.” Chills because of the wonderful foreshadowing. You know what’s happening, even if you don’t believe it yet. It’s still like a slap in the face.
And then the cognitive realignment. “For the Foundation.” True to the prequels, Demerzel is working to help the Foundation, AND she’s working to help the Empire. This is perfect.
And here we are, the essence of any Asimov robot story. Conflicts in programming. Initially, that was between the original three laws. But Demerzel, working for the Empire in the books, was always about the Zeroth Law. With the advent of the Foundation, the Zeroth Law stands in greater and greater conflict with her Cleonic programming. THAT’s what prompted the need for confession. Her worrying about what would happen after the Cleonic Dynasty collapses was the right distractor.
In a very human way, Demerzel shows herself here to be a rationalization machine. How often have we used that phrase on the podcast?
I think back to the line “Not this one.” from the season premiere and laugh because, of course, we assumed that was about Demerzel being a robot.
“I am built to watch, and remember,” is gut-wrenching.
And the writing here actually improves with a deeper look.
“Something like regret, then? But the casualties are not the source of the pain, are they? The paradox is the thing that hurts.“ In Giskard, the conflict (paradox?) between the first and zeroth laws caused roblock. That’s at play here, too, but mainly it’s the bigger conflict between new and old programming.
And Zephyr Vorellis hits the nail on the head. Demerzel is capable of spiritual growth even if her current programming refuses to admit it. It hits too close to home; as Demerzel removes her face, the “emotionless“ robot is angry.
Better living through technology. Spiritual growth through software updates. The Zen of Asenion Robots.

Are we looking at a parable for when our large language models become actual artificial intelligence? Or is it bigger? This might not be the realm of “Measure of a Man.” There’s already a religion in Mycogen that worships robots. We could be encroaching on the territory of “The Last Question.”
I’m circling back to an Arthur C. Clarke quote that I probably first encountered in Report on Planet Three: “Perhaps our role on this planet is not to worship God — but to create Him.” Followed by, “And then our work will be done. It will be time to play.”
It’s interesting to think about the bigger picture within the show. In the Foundation books, we initially had a conflict between the Foundation and the coming chaos. In the show, it’s more of a balancing act. Humanity needs the Empire to survive long enough for the Foundation to get its act together. Initially, the Zeroth Law and the Cleonic programming are in concert. Eventually, they’ll be in conflict. And there, Demerzel is, right in the middle. Demerzel is the show. And there she sits in a place evocative of the Garden of Eden, looking at us.
Nice transition. Very 2001.
Ignus
As if we didn’t have any doubt already, Han Pritcher is a Second Foundationer.
Although Preem Palver’s little poem desperately needs a fourth line.

This is taking me out of the moment a little bit, but I don’t think ASL and English (Galactic Standard?) are similar enough to share a rhyming scheme. And is PP a deaf-mute or merely mute? This would suggest that he is hearing. Han communicating in sign language suggests Preem is deaf.
Han and Gaal. Well, that explains that line from the season opener. “My loyalties lie elsewhere.” If we’d noticed that he was touching a necklace identical to Gaal‘s, we’d have gotten much more information.
Or maybe that is Gaal’s necklace; she isn’t wearing it here.
Somebody needs to say, “My mind to your mind…”
And very quickly, we know how “The Mule” learns about Gaal and sets up the Search for the Second Foundation.
Preem is the smart one here. He deduces a lot of stuff about “the Mule.” It mainly underlines the questions about “the Mule” and Magnifico, though.
“We are the unknown. He can be made to fear us,” seems pretty far off the mark.
Gaal in water. Shades of season one. No counting primes though.
False bravado from Gaal. If she isn’t scared, she should be. But it does give us a quick glimpse of the scope of the Second Foundation’s influence.
Now we’re back to free will vs. predestination centered around Gaal’s vision of “the Mule.” She cannot see anything in the future beyond this vision. That must be the glitch in the Prime Radiant.
Now that reminds me of Dr. Manhattan in Watchmen. That can’t be the origin of the trope, but it’s a pretty effective one.
But essentially, we should’ve known about the glitch for a century and a half.
Here we have an interesting critique of “violence is the last refuge of the incompetent.“ It makes sense and is so much better than “It’s an old man’s philosophy…”
Then, sexy time in the water.
New Terminus
Yay! Ebling! “Unprintable bastard” is pretty good and nice to see.
Ebling calls the Federation ambassador. She’s pissed when she learns that Empire has a/the Prime Radiant.
Cherry Jones and Terrence Mann are both great here.
We’ve already had Dawn co-opted by the Second Foundation. If Dusk collaborates with the First Foundation, does that enhance Dude’s position as a pivotal force? Or possibly Demerzel if Brother Dude shuffles off to Mycogen.

The ED joke implies a level of intimacy between these two. We’ve already got that, but still.
And from Ambassador Quent, we see the near-religious regard the Foundation clearly has for Hari Seldon. That was especially strong in Foundation and Empire.
These two are actually sweet together.
Back to Ignus
Gaal and Han are reminiscing. He’s mostly known her as a popsicle (rather than a pickle). It seems somewhat interesting how their different views of the relationship are shaped by the context. He’s known her for years, but she thinks the relationship has only lasted a matter of days.
On the other hand, it may be no more complicated than “absence makes the heart grow fonder.“
Now they are conflating mathematics and arithmetic.
“If you are awake, be awake.” That’s a little on the simplistic side.
Trantor
Evidently, the pet ferret following you around is documented behavior.
Dude wants to speak to the animatronic Cleon 1. Shades of Disney World.
This thing seemed to have some agency in season two. But regressing to the age-appropriate version of himself for Dude’s question is a nice trick. It also means Lee Pace gets to talk to himself. When does such become a monologue?

“You may have overstated the resemblance,” is funny.
C1 went down to Mycogen in search of some tools. He slaughtered all of the Inheritors when they refused to give them up. He wants 24 to kill every member of the “cult.”
Mycogen does feed the planet. Agriculture is insufficient to feed 40 billion people. It must be the yeast turned into who knows what?
It gets contentious, and Dude spits on (at? Through?) C1. If this is the same entity as season two, there will be repercussions.
That was way more Daylike than Dudelike. He’s not so chill without the spores.
Demerzel’s Quarters

Demerzel looks disconcerting even before we realize her head has been separated from her body. Apparently, she is giving herself an oil change. It’s a minor point, but how does she see what she’s doing?
“The thing I had for a mother doesn’t have any idea what it is to feel a connection with someone.” We all know that isn’t true. Will we hear the story of Elijah and “Danny” as we did in Prelude? Pretty sure that was in Dahl.
“I was meant to connect to others of my kind… robots shared one mind when we wanted.”
Dude is going to palm one of the tools.
“I’m compelled to keep you safe even if it causes you pain.” Or kills 100,000,000 tourists on the space elevator.
Claviger Mavon’s apartment
Mavon returns home, and Dude is there. He is alternately intimidating and disarming. Introducing Capillus, the ferret, to the daughter is the former, but the wife is very reasonably terrified.
Dude says he needs to leave for Mycogen immediately.

Mavon knows that’s dicey. “Even we don’t go to Mycogen. Not unless we’re in full force.”
There are many vehicles in this show. Now, Dude and Mavon are on hoverbikes.
These claviger uniforms are what you would get if the civilization from the Star Trek episode “Bread and Circuses,“ where the Roman Empire never fell, had its own version of Tron.
Dawn’s Quarters
Dawn gets a message on his device, but we don’t get a good look at it. He’s off to that same café with the mediocre tea.
Why is it raining indoors? I know it’s faux outdoors, but what then is the purpose of a shell around the entire planet?
Gaal is there in person. “It must be really bad,” says Dawn. There’s some political back and forth. Gaal wants him to leave Trantor. He is obviously reluctant; he’s about to be promoted to his grown-up job. That only took King Charles what? Three generations?
“You were followed, you have to trust me,” seems wildly suspicious, but off they go!
Cut to Dude and Mavon continuing their trek.
There are lots of dark, moody, film-noiresque shots both here and in the Dawn/Gaal situation.
Dude throwing away his personal aura seems dumb. I suppose it must be one of the many ways the Empire has him lo-jacked.
When he starts removing his nanites, I think: is he going to keep his word? I did not see that coming.
There’s a nice moment between the two here. A bit of small talk. Mavon’s daughter can keep Capillus… etc.
But the word doesn’t get kept. Dude shoots Mavon.
Here’s the payoff to the scene in S3E02 where Dude seems to be cheating to lose. He knows the clavigers’ tells. He caught on to Mavon betraying him. And of course, in true Bond-villain style, Dude gets to explain all this before the killshot.
Cut to a wide shot as Mavon dies; the Dude is now small. But he does show an inkling of remorse, putting him at odds with all the other Brothers Day. Not too much at odds. Dude loads Mavon up with the nanites to create a false trail. This was always the plan; there was nothing within Dude for Mavon to betray after all. Dude’s remorse, however, lingers. Does this make him better or worse than mere ruthlessness?

“No one can escape Empire. Not even Empire… but I’m gonna see how far I can go.”
This ends with a big, expansive outdoor shot. Water, trees, and a skyline are visible in the distance. I suppose it’s artistic license, but it just seems like the writers have forgotten how Trantor is constructed. It’s their right, I suppose, but it’s taking me out of the story.
The Imperial Palace

Demerzel is staring at a section of the mural depicting her robotic nature. If you want to keep a secret, don’t tell anyone there’s a secret. And for crying out loud, don’t paint a damn picture.
She learns Brother Dude’s nanites have become inactive, and so she returns to her quarters to discover that one of her tools is missing. This seems iffy because Demerzel must have put all the tools neatly back in their case. She must have noticed then.
Cut again to Gaal and Dawn.

We’re back to a nice, moody, film-noir kind of shots. They run through a tunnel that looks like a tunnel. Presumably, one floor up is huge and looks like the outdoors. And one floor down is also huge and looks like the outdoors.
Gaal uses her powers, the two dive around a corner and then, “They can’t see us. They’re going to forget they were ever in this tunnel.”
These Cleons are either arrogant or gullible. Gaal is doing mind control tricks, and yet, Dawn isn’t suspicious.
As they’re escaping, it looks like they use a gravitic lift from Prelude to Foundation.
“Well, we can get there a lot faster if we use a gravitic lift. Not many people use it and I must tell you that I’m not overjoyed at the idea myself, but if you think you can handle it, we had better.”
“What’s a gravitic lift?”
“It’s experimental. The time may come when it will be widespread over Trantor, provided it becomes psychologically acceptable—or can be made so to enough people. Then, maybe, it will spread to other worlds too. It’s an elevator shaft without an elevator cab, so to speak. We just step into empty space and drop slowly—or rise slowly—under the influence of antigravity. It’s about the only application of antigravity that’s been established so far, largely because it’s the simplest possible application.”
—Prelude to Foundation
Gaal gets the final word. What about her organization? “We call ourselves the Second Foundation.”
Review:
This one is pretty much everything you should want in an episode. Fascinating reveals, significant developments, high stakes, and compelling storytelling. It falls just shy of being perfect. I’m on the edge of my seat waiting to find out what will become of the Demerzel/ robots/Mycogen arc. Best episode of the season so far!
All Images from Foundation on Apple TV+.
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