Season three of Apple TV+’s Foundation sees us roughly 150 years in the future from the end of season two. Yes, The Mule is finally here, but we are also introduced to a new trio of Cleons and a Demerzel who has had her hands on Hari Seldon’s prime radiant for over a century.
I had the chance to talk with the three Cleons—Dusk, Day, and Dawn (aka Terrence Mann, Lee Pace, and Cassian Bilton)—as well as Laura Birn—who plays the robot, Demerzel—about how their characters are different this season. Here’s what they had to say.
Brother Dusk
In this season, Mann’s Brother Dusk is ten or so days away from being turned into ash. That urgency, unsurprisingly, is what drives his character. “The only thing that’s important to him is to get Dawn to the middle throne, because it’s empty,” Mann said, referencing how Pace’s Day this season largely spends his time taking drugs rather than ruling.
That drive, Mann teased, will push Dusk to do something extreme. “He’s trying to play the long game here and have things in place that can absolutely protect the Empire. And that’s what he tries to do for all ten episodes, but things start to fall apart. And then he has to take actions that he wouldn’t normally take, because desperate times require desperate measures.”
Brother Day
When I interviewed Pace for season two of the show, he mentioned that the two constants of the Cleons are their ego and love of Demerzel. At first blush, Pace’s Brother Day this season doesn’t seem to fit those criteria.
“He just doesn’t care about holding control and power, actually, but it’s just a different kind of big ego, isn’t it?” Pace said. “He’s basically saying the pressure that you expect me to take on, I don’t want it. I don’t care. You want me to do this? I don’t. I’m not going to show up.”
Pace added that this clone of Cleon is “disillusioned by the expectations around him, the culture inside that palace, and by the robot.”
The robot, of course, is Demerzel, and on the surface, this Cleon seems far from the feelings that season two’s Day had for her. “He would consciously say that he hates it, despises it, resents it,” said Pace. “It’s ruining of his life, making him to be a tool that it could be used control people who don’t want to be controlled. I think there’s a lack of consent that he that he deeply resents, and so that’s what he’s reacting against.”
But Day, according to Pace, may have a change of heart: “As you watch the season, I think you’ll see that we mine that resentment and find what I said in previous seasons to be true.”
Brother Dawn
This season sees Dawn on the cusp of becoming Day, and Bilton’s performance reflects that. “In the earlier seasons, there’s a gentleness and fragility to [Dawn], which I think is a really valuable part of the show and a valuable part of the Cleon dynamic,” he said. “But I’d be lying to you if I didn’t say that I was always itching to have a bit of power and cause some trouble.”
He added, “You’re really seeing him take on the mantle of power. This is the moment that we all have in our early stages of life, where you’re not a kid anymore and all eyes are on you, and are you going to be the mature adult that you anticipate you will be when the spotlight starts shining on you.”
We see this version of Dawn becoming Day in the first ten minutes of season three, and his performance can’t help but evoke the Day we’ve seen in previous seasons. “As soon as I walk into a room in season three, I’m much more broad shouldered, I’m much more confident, and I’m in no rush… your voice just stands in a different place,” Bilton said. “I think Lee [Pace] demonstrates that so well in season one and season two—how he just he has this ease to him, which makes him seem so threatening and so powerful. And so I think there’s one thing I took from Lee’s earlier performances: The more relaxed I can be in high stake situations, the more powerful Dawn will be perceived.”
Demerzel
And even though she’s thousands of years old, Demerzel finds herself in a new situation after Hari Seldon gave her the prime radiant at the end of season two. “All the information that the prime radiant offers… opens these different possible paths,” said Birn.
For centuries, she has had the programming that first Cleon imposed on her: Protect Empire, a mission that, until now, was straightforward. But the prime radiant, especially how it shows that The Mule may cause humanity to end, has opened up options for her: “Maybe, I have a choice. Maybe I can choose differently. And I think that’s very frightening for her and at the same time, there’s this possible idea of freedom, which could be something mind-blowingly amazing, but also could be very destructive for her.”
Birn added, “She’s very human in many ways; in the way she’s able to feel regret and love. But what makes her different is that she doesn’t operate from a place of ego… and now we have The Mule who also operates very strongly from ego and trauma and everything, so that makes her very special in between all these characters and the way they make decisions.”
Season three of Foundation premieres on Apple TV+ on Friday, July 11, followed by new episodes weekly, every Friday through September 12, 2025.
