Editor’s note: The below recap contains spoilers for Foundation Season 3 Episode 9.
Well, my fellow sci-fi fans, it’s that time again — our Foundation journey is almost over. This promising series has vastly improved season after season, refining its focus, leveling up its stakes, forcing its characters to their limits, and leading to the series’ most assured installment yet. Season 3’s penultimate episode, titled “The Paths That Choose Us” by writers Jane Espenson and Eric Carrasco, with Roxann Dawson directing, sets the stage for a grand conclusion worthy of the emotional spectacle that’s come before. Until then, as we creep closer to galactic obliteration, Episode 9 pays off story threads exactly when and how it should.
On New Terminus, the Mule’s (Pilou Asbæk) soldiers, led by a converted Warden Greer (Krista Kosonen), chase after Gaal Dornick (Lou Llobell) and her two colleagues from the Second Foundation, Leyda (Mark Ebulué) and Zera (Victoria Wyant). Gaal fools Greer with some Mentalic tricks and restrains her before prodding the other woman for details about the Mule’s indoctrination. How do the people he sways to his side feel about their situation?
In Greer’s case, she raves about how transcendent the Mule’s love feels — so much so, that Greer’s subconscious violently resists Gaal’s attempts to cleanse her of his influence. Still professing her loyalty to the Mule, Greer dies, blood pouring from her mouth, nose, and eyes. As Gaal washes the blood off her hands, Han Pritcher (Brandon Bell) finds their group’s temporary resting place. Now aware of what conversion signs to look for, Gaal confirms that Han remains un-brainwashed. The couple shares a heartfelt reunion at the exact moment they both need solace.
Brother Dusk Turns the Novacula Against His Enemies in ‘Foundation’ Season 3 Episode 9
In the Imperial throne room, an uneasy feeling hangs in the air as Zephyr Vorellis (Rebecca Ineson), Galactic Council Presider Kinn (Miltos Yerolemou), and Cloud Dominion’s Enjoiner Beryl (Ritakahn Chen) await Brother Dusk (Terrence Mann) and Demerzel’s arrival (Laura Birn). This is the moment their plan to surrender Trantor to the Mule comes to fruition, but Vorellis can’t shake the ominous memory of her last meeting with Demerzel — she can’t remember what made her weep, nor why Demerzel responded to her confusion with implacable silence. On cue, Demerzel arrives. Dusk, however, holo-calls in from the Novacula’s bridge. So does the Mule, who’s once again killing time in the medbay of New Terminus’ space station. From the sidelines, Brother Dawn (Cassian Bilton), still pained by his injuries, and an uncharacteristically somber Bayta Mallow (Synnøve Karlsen) watch.
Ambassador Quent (Cherry Jones), representing what’s left of the Foundation, also observes with growing dread. She knows how ferociously Empire will strike if backed into a corner, but Vorellis, Kinn, and Beryl don’t heed her advice. Within moments, they pay the highest price. Dusk refuses to surrender Trantor and fires the Novacula against the trio’s respective home planets. One by one, Clarion, Cloud Dominion, and Maiden burn to ash. Quent and the three officials collapse in their grief. Demerzel barely holds her devastation in check, especially once Vorellis accuses her of aiding and abetting genocide. The gravity of Dusk’s retaliatory warning even drains the Mule of his swagger, leaving him as stunned as Dawn.
Hours later, the palace dark and quiet, Dusk strides down a display line of former Emperor Cleons. He recites some of their individual titles — the Conqueror, the Dauntless, the Brute — before suggesting they change his honorific from the Conciliator to something more apt — like the Consequential. Demerzel, as fiery yet lost as we’ve ever seen her, couldn’t care less about his self-indulgent philosophizing. Since Vorellis won’t listen to her, Dusk sarcastically offers to hear the confession she clearly needs to expel. She compares her positronic brain to her daily habit of walking the same garden path: predictable and consistent. “Lately, though, I find myself considering an array of choices,” she admits. “With more of them available to me than I had thought possible. I find my mind is now a maze.” Disconcerted, even frightened, Demerzel poses the million-dollar question: “Am I required to discover and evaluate every possible path?”
Demerzel Seeks Guidance From a Familiar Face in ‘Foundation’ Season 3 Episode 9
The next morning, Demerzel visits the library and studies the same original, forbidden Seldon document Dawn requested earlier this season. Following its guidance, she taps into the Prime Radiant’s interior dimension and seeks guidance from Kalle (Rowena King). The mysterious being who responds to that name finds Demerzel’s survival remarkable, since “robots were not designed to stand alone.” As their conversation unfolds, Kalle understands Demerzel’s paradoxical thoughts like no human could. That emotional bridge lets Demerzel bask in some vulnerable honesty.
Turns out, she lied to Gaal when they met in Episode 6 — she believes Gaal’s visions are prophetic, especially her upcoming fight with the Mule. What convinced Demerzel? Where this confrontation takes place. “5,000 years ago, in the final days of the Robot Wars, [the Trantor library] is where the last survivors hid,” Demerzel explains. Panicked robots crammed themselves into every corner, leaving “gouges in the stone floors when they pulled us out.” If their former hiding place still exists, it’s buried deep underground, crushed by Trantor’s excess as much as its progress. Only Demerzel knows about her species’ secret sanctuary, meaningGaal and the Mule can’t clash there unless Demerzel shares the location with them.
Whether this future is set in stone or merely one potential outcome doesn’t matter. Demerzel’s sticking point is her motivations. As she stares at her reflection, she admits she believes in and wants to help the Second Foundation. “But they are an enemy to Empire,” and that edict always overpowers her personal desires. Will Demerzel be forced to trap Gaal and offer her to the Mule on a silver platter — to unwillingly permit another tragic massacre in Empire’s name? What does Demerzel do next? Kalle offers the perfect insight: “If you cannot discern intent from your vision alone, then both motives are open to you. You can offer them a haven. You can offer them up. You can decide later.”
As one relationship forms, another falls apart. Quent interrupts Dusk before he can eat his last meal, which, in another spiteful act, happens to be Brother Day’s (Lee Pace) pet lamb. Decades of mutual yearning, Dusk’s gestating frustrations, Quent’s raw grief, and their fundamental differences boil over into a shouting match. Dusk mocks Quent’s heartbroken rage and accuses her of being naive. Every regime takes drastic action to ensure its survival, and this conflict — the Mule’s invasion, the Council turning against Empire – could never be resolved peacefully. He also calls Hari Seldon (Jared Harris), the man she worships, a pathetic coward. Having tried to reach her friend-turned-lover before giving up on him, Quent reads him for filth; he’s nothing more than a tiny, “petty” man “seeking revenge” and scrambling for power before his meaningless death. Dusk can’t savor his precious dinner after that.
Gaal Dornick and Hari Seldon Plot Against the Mule in ‘Foundation’ Season 3 Episode 9
Gaal’s crew sneak through the city streets, guns drawn, as unconverted people fight back against the Mule’s coup. The cumulative smoke from all the fired weapons has thickened the air and turned New Terminus’ blue sky white-gray. After turning Greer’s death over in her mind, Gaal surmises the Mule’s hold over Greer killed her, not the Mule directly; her consciousness wanted to stay warped. He forces people to fall so completely and obsessively in love with him that he becomes their only priority, replacing anyone else they care about.
Han guides them inside a safe house filled with civilians of all ages, as well as Dr. Ebling Mis (Alexander Siddig), Magnifico Giganticus (Tómas Lemarquis), and a jumpy Toran Mallow (Cody Fern). Gaal clears Ebling and Toran as safe (let’s give Toran a shout-out for adoring his wife), but Magnifico tries to evade her assessments. When she forcibly checks his mind, she confirms his greatest love is the Mule. They tie Magnifico to a chair while Toran tries to talk sense into him, but to no avail. Gaal will sense if Magnifico tries to contact the Mule, so it’s time to chat with Foundation’s only unconvertible ally.
Inside the Vault, Gaal catches a glimpse of her younger self on the day she first met the human Hari before his hologram avatar manifests. Smiling, Hari serves tea, and they discuss why he ran from the Mule’s invasion force instead of protecting New Terminus. After all, he’s no stranger to using the Vault to shield thousands of innocent lives. The AI doesn’t need to pretend with Gaal, so he freely admits the Mule caught him off guard — and that spending his immortal existence trapped inside a box, occasionally pontificating to his awe-struck visitors, has increased his sentience. Philosophical and bitter, he handed Demerzel a copy of the Prime Radiant — calling it “the fault in her programming expressed in pure psychohistory” — because it was the only way he could stick it to his creator and prove he’s no one’s puppet.
Gaal understands feeling trapped by Hari’s legacy. The AI won’t even answer to that name; instead, he wants freedom in the form of a physical body. If Gaal promises to learn how the human Hari managed to defy death for centuries, then the AI will fold the Vault’s dimensions in such a way that she can enter the Mule’s space station undetected. Before not-Hari escorts the rest of Gaal’s group into the Vault, he warns her about the Mule: “His story doesn’t add up.”
Brother Day Escapes Mycogen With the Brazen Head in ‘Foundation’ Season 3 Episode 9
Many levels beneath Trantor’s surface, Day starts awake. Soaked in grimy water and the microorganisms eager to eat him alive, he tries to climb out of the Inheritance’s death pit. Instead, he’s sucked down a drain onto a metal grate, but falling into another strange room isn’t part of his punishment. Song (Yootha Wong-Loi-Sing) and Oceanglass (Laura Berlin) are rescuing him, his speech having convinced them of Demerzel’s true identity.
Yet Day refuses to leave without the Brazen Head; he’s willing to “bet his life on it,” overriding Demerzel’s programming. He returns to the chamber floor and shoves through the crowds, chasing Sunmaster (Blake Ritson) to the top of a winding staircase. Day ends their brief brawl by impaling Sunmaster on his own staff, then tosses him over the side for good measure. Ancient robot skull secured, Day departs, walking through Mycogen’s streets toward home.
New episodes of Foundation premiere every Friday on Apple TV+.
Foundation
Episode 9 pays off story threads exactly when and how it should as Foundation creeps closer to galactic obliteration.
- Release Date
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September 23, 2021
- Network
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Apple TV+
- Showrunner
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David S. Goyer
- Directors
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Alex Graves, Roxann Dawson, Jennifer Phang, Mark Tonderai, Andrew Bernstein
- Terrence Mann’s bloodcurdling performance is his best work yet.
- Demerzel, nearly at her long-awaited breaking point, continues to steal the show.
- Fleshing out Hari Seldon’s replica is an unexpected move and a fascinating counterpoint to Demerzel’s journey.






