Editor’s note: The below recap contains spoilers for Foundation Season 3 Episode 6.
Last week’s Foundation episode stranded its main characters in some especially perilous circumstances. Brother Dawn’s (Cassian Bilton) life hangs in the balance after an airlock explosion jettisons him into space. So does Gaal Dornick’s (Lou Llobell), now that she’s unexpectedly come face-to-face with Demerzel (Laura Birn), perhaps the only woman capable of matching Gaal’s strategic mind while also surpassing her physical strength. As for the Mule (Pilou Asbæk), the galaxy’s would-be dictator has shifted from patiently lurking in the shadows to watching his plans come to fruition. Now that he’s wiped out the Imperial fleet in one fell swoop, what new horrors does he intend to inflict?
Season 3’s sixth episode, “The Shape of Time,” directed by Christopher J. Byrne and penned by Eric Carrasco and series co-creator David S. Goyer, wastes no time addressing these characters’ fates as well as following up on those whose stories took a backseat last week. And to call everything that happens the equivalent of Foundation upending its galactic chessboard? That would be an understatement.
To start, the Mule — tucked away in whatever location he’s made his new base of operations — wakes up screaming from a nightmare involving the same nameless face that’s haunted him for years. Thanks to his brief encounter with Han Pritcher (Brandon Bell) in Episode 3, the Mule finally has a face to accompany his visions. “I have to find Gaal Dornick before she finds me,” he vows, wild-eyed, sweating, and half-delirious from desperation. “I have to destroy her even if I have to burn everything to do it.” With that, the Mule orders his soldiers to ready his vessel, the Blacktongue, for immediate departure.
Gaal and Demerzel Have a Violent Confrontation in ‘Foundation’ Season 3 Episode 6
As for how Gaal herself is faring, this series’ heroine has seen better days. Demerzel blames Gaal for Dawn’s betrayal and his death; Demerzel’s assumptions surrounding the latter might be incorrect, knowing Foundation, but Dawn’s nanites stopped transmitting almost immediately after the airlock explosion. Gaal rebukes Demerzel for pretending to care, and that’s one pressure point too far — Demerzel snaps into a visceral display of protective, maternal rage. The robot majordomo avoids the first few blasts from Gaal’s gun before one successfully slices across her cheek. Growling, Demerzel snatches Gaal by the throat and pins her to the wall before revealing her true nature and demanding Gaal spill every last one of the Foundation’s secrets.
Even though she’s suffocating to death, it stuns Gaal to learn that Hari Seldon (Jared Harris) knew Demerzel’s identity from the start. She re-contextualizes Hari’s words from their Imperial trial, never having accounted for the possibility that her mentor was actually pleading with the throne’s silent assistant. Demerzel partially refutes that hypothesis: “He had already made his case. Dr. Seldon correctly argued that the formation of the Foundation and the preservation of Empire were not mutually exclusive goals.” Detecting no immediate threat to Empire, Demerzel shared her memories with Hari. Those first-hand experiences helped shape his calculations and the Prime Radiant’s later predictions, meaning the pair “made psychohistory” together.
Spotting her only chance at survival, Gaal calls herself the living embodiment of Hari’s ultimate plan. Once Gaal reveals the existence of the Second Foundation and likens it to the Cleonic Dynasty’s redundancy system, Demerzel wavers before dropping Gaal to the ground. Now the amazed one, Demerzel wonders if Gaal has been the “shadow in the [Radiant’s] math” she’s been unable to explain. Catching her breath, her throat littered with bruises, Gaal explains Second Foundation: how the Mentalics allow the former to act with a foresight First Foundation lacks, how Gaal perceives time in a non-linear way reminiscent of the Spacers, and the Radiant’s inability to compensate for either Gaal or the Mule’s actions. Back to her coolly assessing default, Demerzel insists upon seeing Gaal’s vision of the Mule — the one where Gaal’s nemesis is choking her and screaming in her face.
Magnifico Giganticus Unites the Foundation’s Warring Factions in Season 3 Episode 6
Aboard a ship bound for New Terminus, Bayta Mallow (Synnøve Karlsen) reassures a mournful Magnifico Giganticus (Tómas Lemarquis) that the Foundation won’t forcibly separate them; they’re both too skilled at “making people love us.” That optimism initially seems misplaced; when Toran (Cody Fern) asks for permission to land, the disembodied voice of Warden Greer (Krista Kosonen) refuses. Surrounded by Foundation attack ships, Toran (Cody Fern) drops Han Pritcher’s name, again proving himself to be a quick thinker in a crisis. After a tense pause, Greer allows them to dock.
Planet-side, soldiers escort the quartet into Han’s cell. That confrontation follows a similar pattern: Randu Mallow (Darren Pettie) immediately attacks Han with a chair, Han briefly gains the upper hand, and Bayta’s expertise diffuses the brawl. Once Han realizes they’ve brought Magnifico’s instrument (officially called a “viso-sonor”) to New Terminus, he cozies up to the musician, who readily agrees to lend his skills to a kinder cause. One more squabble breaks out in Mayor Indbur’s (Leo Bill) office, this time between Indbur and Randu. Exasperated, Toran pushes for diplomatic unity in the face of the Mule’s intentions — especially since the Vault is moments away from opening, and Hari Seldon will have opinions about whether the Foundation’s quarrelling factions are mature enough to set their brewing civil war aside. Magnifico performs the viso-sonor, and the instruments’ emotionally “disarming” effect convinces both Randu and New Terminus’ assorted leadership to join forces against a greater enemy.
An Unexpected Revelation Ruins Brother Day’s Mission in ‘Foundation’ Season 3 Episode 6
In the depths of Mycogen, Trantor’s undercity, a disguised Brother Day (Lee Pace) blends into the evening crowds. He glimpses a report about the Imperial fleet’s extermination, but upholding Empire’s politics has never been his concern, even with universal doom at their doorstep. Instead, Day purchases candy from a street vendor and keeps weaving his way toward a specific residence building. Song (Yootha Wong-Loi-Sing) answers his knocks. Between her erased memories and Day’s disguise, she greets him with the befuddled curiosity one gives a stranger. When he reveals his face, Song’s pleasant smile drops into shocked fear.
Inside her apartment, an unsettled and diffident Song accepts Day’s gifts and his compliments, but wonders about his presence. Day assures her of his affection and offers Song a small implant that will restore her memories; he stole them before fleeing Trantor, once again defying the rules for love. Song vehemently refuses the gesture, content to be free of their arrangement. She only seems to hesitate once Day informs her that she has met one of her gods.
However, despite any temptation to learn more, Song has already contacted an armed ally (Laura Berlin) and holds firm to her convictions once that woman breaks down the door and blasts Day with two non-lethal shots. Day insists that he means neither Song nor her fellow Inheritance practitioners any harm. His former lover cuts off his pleas. Identifying herself by her full name, Songbird-17, she calmly declares, “I do not belong to you. If I ever told you I loved you, it is because I was scared of you. I never could’ve loved you.” Song confirms as much by introducing the other woman, Oceanglass-49, as her “life mate” — much to Day’s brokenhearted display.
The Mule Launches Another Devastating Attack in ‘Foundation’ Season 3 Episode 6
Back on Gaal’s ship, Demerzel accesses Gaal’s memories through the human’s “sinuses and otoacoustic nerves.” It’s an agonizing process, and although the last surviving robot doesn’t gloat about essentially torturing Gaal, she demonstrates no remorse, either. Demerzel recognizes the hellish location of Gaal and the Mule’s upcoming encounter as Trantor’s Imperial Library, then accesses the future moment Gaal can’t see past: an all-enveloping darkness. When Demerzel tries to push forward, her body shimmering with blue light, the effort forcibly reboots her systems.
Demerzel returns to consciousness as the ship’s sensors revive around her and immediately tends to a crumpled Gaal, restarting her stalled heart with two electric shocks. Neither participant witnessed anything, but their efforts weren’t in vain: Demerzel detected the sound of “gravitational waves emanating from a black hole,” a noise too low for human ears to hear. Audiences know that Brother Dusk’s (Terrence Mann) secret superweapon must cause this catastrophe, but since neither woman seems aware of his project, they need to discover its existence before they can prevent its effects.
Once New Terminus’ eclipse reaches totality, the Vault opens. Before a group — consisting of Indbur, the three Mallows, Magnifico, Dr. Ebling Mis (Alexander Siddig), and the other Foundation leaders — marches out to meet their icon in all of his holographic glory, Indbur and Greer visit Han in his cell again. Given Han’s awareness of the Mule, Indbur knows Han serves a separate authority. Han reveals nothing, citing his loyalty to the Seldon Plan. Inside the Vault, the Hari hologram greets his guests and congratulates them on their progress. But Toran only has the Mule on his mind. Unfortunately, this older version of Hari’s consciousness doesn’t know about the Mule — which prompts a live holo-call from the villain himself.
In the skies above the Vault, the Blacktongue has descended upon an unaware New Terminus. What’s more, the Mule has turned the Foundation fleet upon themselves, echoing how he invaded Kalgan. “Just culling the herd before I take the reins,” the Mule taunts. “Then, we’ll all march on Trantor together. That was always my plan.” Speechless, Hari vanishes and reactivates the null field, forcing everyone inside to race back out into direct danger.
The First Foundation Crumbles in ‘Foundation’ Season 3 Episode 6
Across the galaxy, Gaal and Demerzel’s interactions conclude as peacefully as possible, given the circumstances. The latter has “much to consider,” but like a proper mathematician, Demerzel refuses to help Gaal without concrete evidence that her visions are legitimately prophetic. As Demerzel departs for the airlock, she pauses, intercepting frantic transmissions about the Mule’s attack on New Terminus. “He will have commandeered the Foundation’s whisper fleet, which means he could be on Trantor’s doorstep in a heartbeat,” Demerzel declares. Her attention needed elsewhere, the airlock closes behind her. Gaal, distraught, immediately calls Han.
Whether Gaal’s lover has survived the Mule’s assault is a mystery for a later episode to answer. The Vault’s null field finishes sealing before the mind-controlled whisper fleet can inflict intentional or accidental damage, but Bayta, overwhelmed by the field’s effects, collapses just outside its circle. As Indbur, Randu, and the others dodge a frenzy of crashing ships and targeted gun blasts, Toran hauls Bayta over his shoulder and pushes forward on foot — the sky on fire above their heads.
Foundation Season 3 is available to stream on Apple TV+.

Foundation
Gaal faces off against Demerzel while the Mule launches a devastating attack on New Terminus.
- Release Date
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September 23, 2021
- Network
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Apple TV+
- Gaal and Demerzel’s inevitable reunion is thematically rich and worth the wait.
- The Mule’s ability to outsmart the Foundation twice in a row makes him even more threatening.
- Free of Day’s orbit, Song finally emerges as a more well-rounded and autonomous character.