Foundation Season 3's Biggest Moment Reveals The Show's True Protagonist [Exclusive]

This article contains spoilers for "Foundation" season 3, episode 9.

The Apple TV+ series "Foundation" has earned the ire of many hardcore fans of Isaac Asimov's seminal book series of the same name due to creator and showrunner David S. Goyer changing a great many things from the source material. Faithful or not, what is undeniable is that one of the show's biggest changes may very well end up as the biggest legacy of "Foundation": the Cleons.

These characters are three emperors, all clones of the original emperor: One as a young man titled Brother Dawn (Cassian Bilton), one as a middle-aged man titled Brother Day (Lee Pace), and one as an elderly man titled Brother Dusk (Terrence Mann). On the surface, having a cycle of cloned emperors rather than a proper succession line is a practical way for "Foundation" to keep some actors around while changing virtually the entire cast season after season (as well as a way to have Lee Pace appear mostly or completely naked at least once per season).

Yet, there is a deeper meaning to the Genetic Dynasty than just continuity. These characters are a way to personify a decaying empire. The Cleons are meant to be unchanging, constant, and permanent, like their Galactic Empire. But that is no longer true in season 3, after tampering with the Cleon's genetic source material slowly made subsequent Cleons slowly drift further and further away from Cleon I. This culminated in the brilliance that is the new Brother Day (Cleon XXIV), also known as Brother Dude, or the Big Clebowski, a guy who likes getting high, enjoys clone pets, and stays far away from the politics of the Empire. His story has been a highlight of the season, because it not only lets Lee Pace do some career-best work and lets the audience see a completely new side of Cleon, but also because of how it ties to Demerzel (Laura Birn), the robot aide to the emperors.

This culminated in the one-two punch of episodes 8 and 9 of the show's third season, where Brother Dude ended up captured and put to trial by the Inheritance, a religious cult that worships robots, for Cleon I massacring most of the cult centuries ago. During the trial, Brother Dude has an epiphany as he learns of the cult's messiah, a robot that will deliver them salvation. That robot has lived long enough to see not only the rise of the Empire and the fall of robots, but the rise of the Foundation. That robot is intrinsically connected to the history of humanity, and has directly and indirectly influenced humanity for centuries. Sound like anyone you know?

"Foundation" treats Demerzel in a very different way than the source material. The Apple TV+ adaptation initially did not have the rights to Asimov's "Robot" series, which heavily feature a character called R. Daneel Olivaw, who Asimov later retconned into also being the character of Eto Demerzel from his "Foundation" series. In an attempt to connect his two series, he made Demerzel a hugely important character that has been secretly guiding humanity for thousands of years.

The TV show, however, had to completely avoid any mention of Olivaw or Demerzel's history outside of her relationship to the Empire. But that's changed in season 3, which is now fully adapting the lore of the "Robot" series and exploring Demerzel's past, even namedropping Daneel in episode 8. The slow-burn approach "Foundation" has taken to reveal Demerzel's backstory ended up being the best-case scenario. For fans, it's simply cool to see the show incrementally incorporate the character's entire history. In a narrative sense, it means who we assumed was just an interesting side character is actually hugely significant. It's not just that Demerzel is old, it's that she has an important role to play. We learned parts of this when Demerzel revealed earlier in the season that she helped Hari Seldon (Jared Harris) create psychohistory, and later helped the Foundation by bombing the Star Bridge and killing thousands to ensure the Foundation could grow, because it was for the benefit of humanity.

It relates to one big idea that's been slowly introduced: The Laws of Robotics. These are hugely important to Asimov's writing, and heavily influential on the sci-fi genre. As we learned earlier in the season, the laws created a paradox that led to robots fighting amongst themselves about whether they should take a more active role in controlling humanity and even kill some humans in order to prevent them from exterminating themselves. In the case of Demerzel, her attempts to keep a dying dynasty and a failing empire alive — Cleon I reprogrammed her to serve only his dynasty — have turned her into the biggest ally of Seldon's plan. In helping the Foundation for her belief that it will in turn extend the life of the Empire, Demerzel has become a sort of robot version of the "Dune" prophet Kwisatz Haderach, leading humanity to the golden path.

It's particularly significant that the man who learned about Demerzel's importance to humanity's history is none other than Brother Dude. Not Dusk, not Dawn, but Day, the Cleon that tends to go from treating Demerzel as a mom to treating her as a sex object. Before his trial, in episode 7, Brother Dude had a hallucinogen-induced epiphany where he realized that Demerzel has been trapped and captive her entire life, just like he is trapped and captive right now. For the first time in his life, Day experiences empathy for another character.

Speaking with /Film in an exclusive interview during a press day before the premiere of season 3 of "Foundation," Lee Pace told us that the impact hearing about Demerzel's place as a messiah for the Inheritance cult "blows [Brother Day's] mind open in another way to realize that this robot who has been all over him his whole life is the equivalent of like an archangel, that she is the savior of the species, and he is but a minuscule piece in a magnificently large plan that spans centuries to save humankind."

This realization changed something in Day, who had spent his entire life directionless and purposeless. The "Big Lebowski" comparisons are not just due to this Day's physicality or appearance, but because of his care-free, laid-back attitude. But no more. "Suddenly, he has a purpose," Pace continued. "He's given direction because he understands that, 'My life does have value. The only reason my life has value is because this magnificent being gave me a life.'"

This is one of the best character arcs "Foundation" has explored in its three seasons, turning the personification of the Empire — a cruel, violent despot — into a humble man willing to risk everything not to save his empire or to save himself, but to free the creature he held in such disdain his entire life. Episode 9 sees Day fight the entire cult of the Inheritance and steal a robot skull before literally walking to the palace in order to free Demerzel, the true protagonist of "Foundation." We don't know if we'll get more Cleons after this, given how quickly the Empire is collapsing, but one thing is clear: We just got the best version of Cleon yet.

The season 3 finale of "Foundation" hits Apple TV+ on September 12, 2025.