Isaac Asimov’s Foundation and Empire is — you’ll excuse the pun — a foundational book for me. I had read the first novel as a teen, but the second one hit me like a brick thanks in particular to the main characters dealing with the threat of a mysterious enemy called The Mule, an enormous twist, and some thrilling characterizations throughout. So to say I was nervously anticipating how Apple TV+’s Foundation would adapt this book in Season 3 is an understatement. The good news? I needn’t have worried, as despite some behind-the-scenes changes on the series, Foundation is as thrilling and fun as ever.
The neat trick the series has been pulling, and continues to pull in Season 3 is that it jumps forward at least a century every outing. That leads to a new cast, a new set of circumstances; but also thanks to several plot points far too complicated to explain here, some of the cast continuing as well. The short version is that Jared Harris’ genius mathematician Hari Seldon is both aging in real time at the secret, Second Foundation, while is also an incredibly complex program hiding in a giant, impenetrable vault at the first Foundation. Meanwhile, Gaal Dornick (Lou Llobell) is in cryo-sleep, waking every few years to help train the Second Foundation to prepare for the coming of the vicious, psychic Mule.
Harris and Llobell provide a steady presence each season, and continue to do so in the third… Harris with his often bemused, detached delivery that has an undercurrent of humor. Llobell getting to flex her action hero muscles, while also — mild spoiler here — finding some new romance in the arms of a double agent for the Second Foundation. Given the rest of the cast is shaken up in big ways, it’s nice to have them on screen, even if it somewhat strains credulity that they’ve both been around for so long.
But the real stand-out of the show is Empire. The three men who are one man, Cleon, emperor of the Galactic Empire, is a series of three clones: Brother Dawn (Cassian Bilton), Brother Day (Lee Pace), and Brother Dusk (Terrence Mann). The real mind-bender here is that these are three actors playing what is ostensibly the same character at three points in his life; but also three different versions of the character each season. And Season 3 gives the biggest update to the trio yet. Dawn is on the cusp of being made Emperor, graduating to the title of Day. Where Bilton in previous seasons has been the earnest, lost lover, breaking with his destiny, in Season 3 he gets to channel the steely-eyed focus of the leader of trillions of humans across the galaxy. Meanwhile, Pace, always the highlight of this series, has abdicated the responsibility. He’s basically The Big Lebowski‘s Dude, in space. Versus the muscles that could cut granite Pace has exhibited in previous seasons, here he’s soft and lanky — and in love. It draws a line between what we’ve seen from Dawn in Seasons 1 and 2, to what he becomes, and flips the dynamic between the two.
Dusk gets the most to do, though, thanks to his character being on the brink of disintegrated. That’s the order, you see: when Dawn ascends to Day, Dusk gets turned to, well, dust, and their nanny/mommy/co-emperor/sometimes lover, the robot Demerzel (Laura Birn) distills a new Dawn from the clone banks. The cycle continues. In previous seasons, Mann has been the steady, wiser older presence. Here, with mere days to live, he’s becoming desperate, petty, mean. And with Day mostly off the board and Dawn dealing with some issues of his own, Dusk gets to step up once again into a leadership role in a way that is absolutely terrifying.
And then there’s The Mule. The role has been recast from his flash-forward appearance in Season 2 from actor Mikael Persbrandt to Pilou Asbæk, and is first introduced obliterating a surprise guest star. He’s a pirate, he’s crass, and Asbæk chews the scenery throughout the season, delighting in torture and the utter destruction of both the Galactic Empire and the Foundations — both of them. Asbæk basically brings the same exact energy he brought to Euron Greyjoy over on Game of Thrones… If you told me The Mule was Euron through some sort of time travel twist, I wouldn’t be surprised. Despite not quite matching up to what The Mule is in the books, it’s a fun contrast that plays to what the series seems to want to emphasize: what if you threw absolute anarchy in the middle of a structured, calculated war between the Empire and Foundation? What would it drive them to do? The Mule in Foundation (the TV series) is essentially The Joker, burning it all down to see what happens.
The only potential issue here is that the season is holding back on a 73-year-old twist. Apple provided nine of the 10 episodes in the season for review, and seems to be slowly seeding a shocker for the finale. Given I haven’t seen that finale, it’s tough to tell how well (or not) that particular twist is set up, or how it executes, or if there even is a twist at all (there definitely is). As is — and I realize I’m being vague for those who have not read the books, or haven’t checked a wiki — in order to preserve a twist that works brilliantly in the novel (see above re: “hit me like a brick”) they’ve somewhat overcomplicated the plot, and underplayed certain elements. That could or could not be true, but my personal opinion is when you’re dealing with a plot point that is nearly three-quarters of a century old, you don’t have to be quite so coy about it.
How much of this was impacted by behind-the-scenes changes on the series? Specifically showrunner David S. Goyer stepping back from his duties, halfway through Season 3? On the surface, not much. Goyer is still credited with co-writing the finale, among other episodes. And despite reported budget clashes, the show still looks better than nearly any other sci-fi show on TV (Andor took the crown there). The action is big, the character arcs defined, and Foundation knows how to drop a cliffhanger at the end of every episode. Even with whatever was going on with Goyer, this is big-budget popcorn sci-fi spectacle that is a blast to watch week after week.
Is it like the books? No, and Foundation the TV show has never been a direct adaptation, despite the geek-out worthy Asimov Easter eggs the show drops throughout Season 3. While Asimov is one of the smartest guys who ever lived, the TV series seems content to use the word “math” as a catchall for “magic.” It’s fun and silly where the books were ambitious and heady. So while its unlikely that Foundation Season 3 will hit a teen viewer like a brick (as the book did with me many years ago), its still delightfully epic science fiction, with some stellar performances (particularly this season from the three Empires), a sweeping score from Bear McCreary, and big, booming action. And though TV is changing rapidly in terms of the types of shows that are made, and what sorts of budgets are jammed into those shows, given where the series is likely heading in that finale? Bring on Season 4.
Foundation Season 3 premieres July 11, 2025 on Apple TV+.
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I only saw the trailer and it is enough for me. I can only hope they make a movie series, or an other tv series, which actually is an adaptation of the books.
“Despite not quite matching up to what The Mule is in the books,” – no, it is not even remotely matching.
“it’s a fun contrast” – fun only for those who were expecting, and rightfully so, a close adaptation to the book series.
This is a bad joke really. The Empire was long dead before the Mule appeared. Gaal Dornick as well. All characters are totally different from the books. It is not an adaptation, it is blasphemy.
Not every adaptation needs to slavishly adhere to the books to be a compelling film or show. The Villeneuve Dune films (so far) have stuck pretty close to the spirit of the first book and are fantastic. Foundation is a very loose adaption and after a clunky first season is currently fantastic. The Cleons are a show invention and an extremely compelling and pivotal part of the show, and there are plenty of other alterations and additions that makes this show one of the best sci fi shows of the moment.