Foundation Just Got Its Own Version Of The Death Star
Empire can blow up planets now! No, not that Empire

With Season 3, the Apple TV+ science fiction epic, Foundation, is getting both bigger and more granular at the same time. In the second episode of Season 3, “Shadows in the Math,” we once again dive deep into the machinations of the clone Emperors, the Cleon dynasty, also known simply as “Empire.” (No “the” required.)
More than any other season, Foundation Season 3 has flipped the script on how each of the three clones behaves, and in this episode, two late-in-the-game revelations change the course of the story in ways that could not be predicted, even if the prescient sci-fi math of psychohistory worked.
Spoilers ahead for Foundation Season 3’s “Shadows in the Math.”
While “Shadows in the Math” spends a good amount of time catching us up with what Gaal (Lou Lobell) and Hari (Jared Harris) have been doing in the century-and-a-half between Season 2 and Season 3, the biggest surprises are very much connected to what’s going on with the Cleons. In the first episode, we learned that Brother Dusk (Terrence Mann) is not really looking forward to giving up his life. And in Episode 2, he outright pleads with both Demrezel (Laura Birn) and Brother Day (Lee Pace) to let him have more time. Neither are going for it, though, which means Dusk is mostly focused on his pet project, making sure the new Dawn (Cassian Bilton) becomes a strong “middle throne” when he transitions to the title of Brother Day.
But Dusk has a wild surprise up his sleeve that apparently, neither of the other two Cleons knows about. In secret, he’s had scientists construct something called the “Novacula” (rhymes with “Dracula”), and it’s a massive “black hole bomb.” As the technician demonstrates, the Novacula can decimate planets, but it doesn’t really make them go away. Instead, as it is ominously described, the targets of the Novacula are “forever changed.”
And yet, visually, this is very much a planet murder, on par with the Death Star from Star Wars, or the Doomsday Machine from Star Trek. The crucial difference in Foundation, of course, is that there’s a bit more of a scientific basis for this weapon, since it's using extreme gravity to wield destruction, rather than a “superlaser” powered by crystals.
The Foundation ambassador (Cherry Jones) and Brother Dusk (Terrence Mann) confer.
There’s some interesting irony to this revelation, however. Dusk is very hopeful that this weapon will help Dawn — soon to be Day — accomplish all of his goals. Over a friendly meeting with the Foundation ambassador (Cherry Jones), Dusk ominously suggests that Dawn will be able to take care of all sorts of challenges that Empire might face in the future. But what he doesn’t know is that Dawn might not be totally interested in just helping Empire.
Because the final moments of the episode suggest something a bit more game-changing than a weapon that can destroy entire planets. Instead, it turns out that Dawn himself is working directly for Gaal and the Second Foundation. That’s right! Dawn is a spy for the Second Foundation, which, on some level, is a sideways reference to the original novels. In the books, the Second Foundation existed in secret and was actually located on Trantor itself, right under the nose of both the regular Foundation and the Empire.
What this means going forward for the TV version of Foundation is unclear. Is Dawn fully in Gaal’s pocket? Is he really working for the Second Foundation, or is he just trying to weaponize psychohistory to benefit Empire? Either way, with two Cleons acting erratically and a massive superweapon on the board, Foundation has brought us into territory we’ve never seen before. Because if the Dawn, the good guy Emperor, ends up having a Death Star, what does that mean?