Foundation Director Roxann Dawson Breaks Down That Big Battle And Demerzel's Reveal [Exclusive Interview]

This post contains spoilers for the eighth and ninth episodes of "Foundation" season 2.

Apple TV+ has released "Long Ago, Not Far Away," the ninth and penultimate episode of the second season of "Foundation," and in it, we get both a fairy tale-like story about how Demerzel (Laura Birn) came to be involved with the original Cleon as well as an expansive space battle where it's not clear which side you should be rooting for.

According to director Roxann Dawson, that space battle was meant to make the viewer emotionally conflicted. "I think that the messiness and the muckiness of war is that there are human beings involved in war. And if you really get down to who the human beings are, it is hard to know who to root for because they're all just trying to do what's right," Dawson told me in an interview about her work on the second season. "That was exactly, I think, the challenge of that sequence, is that you go, 'Wait a minute, why am I feeling something for that person? I thought that person was on the dark side.' So it should confuse you and it should make you question and discuss."

Dawson and I talked in depth about her work on the season's eighth and ninth episodes, including the logistics that went into shooting that execution scene in the eighth episode which included reactions from across the Empire, as well as how she navigated bringing Demerzel's "mini-movie" to the screen.

Note: This interview has been lightly edited for clarity and brevity.

'They were not only on different days, they were in different countries and weeks apart'

I also know that you did two episodes in season 1 and they were also the eighth and ninth episodes. Was that a coincidence for season 2 that you had that slot again, or was that something done on purpose?

I think that was coincidence, really. I was around for almost all of it because I was doing some re-shoots earlier on, so I was around for a lot of it, but I think it was coincidence.

And how did you end up doing the eighth and ninth episodes for season 2? Is that something you talked about with [showrunner David S. Goyer]?

No, when season 2 was picked up, he offered the same sort of time slot and it worked with my schedule, so it just kind of fell in. Unless you ask David, maybe he had something in his head, but I do have to say that I was so honored because there was a very special episode with Demerzel, and being able to tell her past. And I don't know if David ever had that in mind for me to do, but when I read the script, I was so grateful that I was given that honor to do that mini-movie in that episode.

In episode 8, the execution scene was very compelling and I imagine tricky in a lot of ways, because you have the execution happen on Trantor, but then you have shots to all around the galaxy where different parties are watching and witnessing it. When you were shooting all those different scenes in different locations, how did you keep things cohesive in your head when you were filming?

Yeah, they were not only on different days, they were in different countries and weeks apart. When you have sequences like that, I think the best thing to do is storyboard, so you know exactly the kind of frame you need. And even, there were a couple of them where I hadn't even visited the location yet, but I knew the idea of where I needed them to be looking or what I would need from that. But there were times where there's a blank spot and you don't even know how that's going to be, but you know what you want from it. That's the most important thing: How it needs to cut into the whole.

When we first found that location [for the execution], I was a little bit disturbed because it was basically like a parking lot outside. It has an interesting shape to it, but other than that, when you get out there with the blistering sun, and have to have all these people somehow build a stage and create all this stuff in basically a vacuum. There was nothing there. And I was at first disappointed and perplexed as to how to make it happen. 

Then gradually, through many, many conversations and meetings with the production designer and with David, we started to come up with a plan. I still remember drawing a potential plan with stick figures out on a piece of paper. And then, gradually, the sets were starting to be built, and I said, "I'd love for them to come out into the audience," so they were wrapped around.

So you begin to discuss all of these things and all of a sudden you go, "Okay, we can do this." The thing on the day was to manage the sun. When you're in an open space where the sun is moving constantly, you can only be shooting in certain directions for a certain amount of time. So once we had the whole thing formed, we had to then chop it up to the best time of day. So we would shoot this section, and then we would shoot a section that was way down the line, and then come back and shoot this because we had to basically chase the sun as it was moving through the very open area and plot it so we could shoot it on time and on budget. And that was definitely an accomplishment that I think we all felt very good about at the end. We got it. And it was definitely, it was a challenge.

'It was almost like a jewel box that she was being held prisoner in'

Let's talk about that Demerzel scene in episode 9. It's almost like a little fairy tale in the beginning, and it's also, I think, the longest time — I think it's about 20 minutes — when we're in the same space. How did you approach establishing that space, and did you do anything different to reflect just how it was different from what we've seen in the show?

I always knew that it would be a mini-movie within the episode. And David gave me a bit of carte blanche to interpret it as that. But there were so many discussions as to what this dungeon, this room, would look like. And Rory [Cheyne], who was our production designer ... at first, to be honest with you, I didn't understand what he meant by calling it a jewel box. But then I got it as we started to look through drawings and started to think about her box that holds all of her tools, and how vibrant and gold and all of that is.

And suddenly that room became this precious place that she was locked into, that it was almost like a jewel box that she was being held prisoner in. And I loved that idea and I ran with that. That was a great input, because you can be traditional, you can be obvious — the dungeon and that place could be dark and dripping with water and all this stuff. But instead, it was a beautiful room that she was stuck in or held prisoner in. And I love that she was held there and I could make use of that.

It's a different side to Demerzel than we've seen before, and we also get to see the actors play the original Cleon. When you were directing them, did you give any guidance on how to portray that?

We talked a lot about the first Cleon and how he progressed from being a boy, to an adult, to an older man. And that this was one character being held in a 30-minute segment — it was 30 minutes to begin with — in a 30-minute segment that they all needed to be on the same page. It wasn't the same way that we see the Cleons now, who are three different entities moving through space. He was the original and the first, and so it was important to understand what each one needed from her.

The little boy needed something from her. The young man needed something from her, and Dusk needed something from her. And they were all really specific in terms of where they were in the progress of their lives and how they treated her.

And then her adjustments to what they needed brought a whole new layer. Yes, she's a robot, but you think of any desperate living thing that basically wants to survive — how much do you just say what you need to survive, and how much do you try to appease them, and what do you do?

The whole chess game to just get out of there, and who she has to be. She has to be a mother. She has to be a lover. She has to be somebody that will agree to carry on the legacy, and keep secrets, and rule. I love the one moment, where it's the first time that she puts her hands together when he takes her hands in marriage, and the first time that she steps back. We discovered that in rehearsal. It was such a natural reaction for her to pull back from his marriage proposal and then to give in. And it just set her whole character in motion. We had wonderful rehearsals, and all three of them talked about this one man they would be playing. I just loved working on that.

'It should confuse you and it should make you question and discuss'

So you have that mini-movie, but then you have one of the biggest space battles that the show has done to date. So it's almost like two ends of the spectrum there. That space battle when they're on Terminus is an interesting space battle because you don't know who to root for.

Oh, I'm so glad that you said that, because that's exactly the feeling that I would've wanted from the audience. It really is. I think that the messiness and the muckiness of war is that there are human beings involved in war. And if you really get down to who the human beings are, it is hard to know who to root for because they're all just trying to do what's right. That was exactly, I think, the challenge of that sequence, is that you go, "Wait a minute, why am I feeling something for that person? I thought that person was on the dark side." So it should confuse you and it should make you question and discuss. And that's what I loved about that sequence. It wasn't just a dogfight. It had a lot of other layers that I hope, and I'm encouraged by your comment, were expressed.

How did you stitch in those intimate moments with those people to those broader visuals, making sure you got everything you needed to get to have that personal balance with the expansiveness of the battle?

For me, it starts with the script and trying to figure out at any one moment what is the most important overriding value that we want to take away from each individual moment. So I went through it and I worked with the storyboard artist, and some of the things were in the script originally, some of the things weren't. I just continued to try to get approval for moving things so the characters and the story would really be at the forefront, but yet not lose the interest of people who just really love a really good space battle.

But I really wanted to not make any of the moments arbitrary, just for the sake of seeing a great space battle. I really wanted them to be emotional. So we began with that storyboard and then we went to visual effects and they went, "Well, that's great, but we can only do this, this, and this." And you begin a collaboration and you start to decide what you can afford, what you can do, what you can compromise, what you can even make better. So it then goes into this whole collaborative, fantastic thing where storyboards are redone, and then we begin to get pre-visualization, and then you start to shoot, knowing exactly the pieces that you need to fill and what they'll be juxtaposed with in post-production and visual effects.

'When you get to the day of shooting, you really need to know exactly where you're at and what you need to get'

Was there anything you really wanted to do that just couldn't make it in the final cut, whether for budget reasons or something else?

I'm sure there were a couple of moments, but I don't recall them now. But yeah, there always are. But I was so pleased with what they did and how we collaborated. I felt like we were all trying to achieve the same thing. Oftentimes, the team would come up with ideas that I hadn't thought of, and I said, "That's the best way to show this. Let's do it that way." So it becomes this team effort. And then when you get to the day of shooting, you really need to know exactly where you're at and what you need to get.

Then it's a matter of talking to the actors and trying to describe to them, "So this is what's happening. This is what you're seeing when that bright light hits you here. This is what's happening." And they're so wonderful and ready to jump on the spaceship and just use their imaginations. And that was exciting. Then to shoot the other side of that on the spaceship when it goes down, I mean, that was obviously very, very emotional, and difficult, and beautiful, I thought. But the actors, they were just fabulous.

One of my favorite lines happened in episode 9, and I'm not going to be able to quote it in full, but it's when Demerzel basically tells off Day, and she says to him, "You're basically a sperm who mistakes its moving flagellum for complexity." The line made me laugh out loud. It was such a perfect burn. When you were filming that scene, were the actors able to keep it together? I would just love to hear what it was like on set when you shot that scene.

That was one of my absolute favorite lines too. And Laura Birn, who plays Demerzel, English is not her first language, and so a lot of it was breaking it down so that we could understand it. So it's funny because I was trying to make sure I heard it in the right rhythms so that it would be funny, but we definitely went through a few just trying to make sure that it came out dry and wry and not too sarcastic, but yet robot like. It had to have a lot of different qualities to make us accept it and that it would be coming from her, because it ultimately just had to be logical. I think after a while, you do it over and over again and it ceases to be as funny as it was the first time. But I'm glad you reacted that way.

'If you stood on that floor for too long, your feet would just freeze'

Another scene in episode 9 that I thought was really interesting in terms of how it was shot and how much it had to convey was when Day is on Terminus and he goes to the church and there's a whole back and forth with the priest. When you were staging that, how did you approach putting that all together to make sure it was cohesive?

Again, it's trying to figure out at each moment what it is you're trying to convey. We are fortunate enough on this show to have some rehearsal time, so I was able to get all the main actors in there for a good rehearsal beforehand. That is a place where you can discover moments and solidify moments, and I felt they were very positive and embraced my vision of it. We had some discussions and then collaborated. It was a great rehearsal.

When we came in on the day to shoot — that place, it doesn't look that way, but it was extremely cold. It was all cement, and if you stood on that floor for too long, your feet would just freeze, and you start to see breath on people. I mean, it was so freezing cold. So we were constantly taking refuge outside with the little sun that we had. And then going into this, basically it was a refrigerator to shoot in there. It was so cold. But everyone was just, I think, very on board. And gosh, it was a dream day. It was really wonderful.

'I haven't really wanted to go back'

Before I let you go, I would just love to ask you: I know you've had such an impressive and long directing career in television, starting with directing on "Star Trek: Voyager," and I have to ask, because there's so many new "Star Trek" shows out now, have you ever thought about directing again in the "Star Trek" world?

I have thought about it, and they have kindly also come to me about a few of the shows, but I think at the time they were starting to come out, I hadn't done science fiction in a while and I was trying to move away from that — I didn't feel a need to go back. And then this science fiction show came up, so this was the first science fiction that I'd done in a while. And I remember, I probably shouldn't say this, but one of the first things Goyer said to me, he goes, "You know, we're not going to be shooting 'Trek' here. This is not 'Star Trek.'" I went, "Yes, I understand. I understand." And I was kind of like, "Well, have you really seen 'Star Trek?'" The current versions of "Star Trek" I think are wonderful. I've seen "Discovery," I've seen "Picard." I think there's such wonderful and modern work being done there right now that we really can't categorize it in the way that we might have in the '90s. But no, I haven't really wanted to go back. I feel like I've been there and I've done that, and I love moving on to other things. So that's where I am at with it.

"Foundation" season 2 is currently streaming on Apple TV+.