Foundation is currently rolling out a third season stuffed full of dramatic resonance. We’ve always been fans of Demerzel, the ancient android played by the excellent Laura Birn, but season three has really elevated the character—even beyond that big season-two reveal that she’s been moving the chess pieces on behalf of the galaxy-ruling Empire for generations.

That was a monumental bit of information. But this week’s episode, “The Stress of Her Regard,” dropped a bombshell that’s even more startling in the moment, and just gets more jaw-dropping as it sinks in.

It’s a callback to Foundation season one. But it also dovetails perfectly with Demerzel’s season three arc, which has explored her increasing unease about the very near future. After Hari Seldon gave her the Prime Radiant in season two, Demerzel has been able to tap into his predictive “psychohistory.” Over the past 150 years, she’s consulted it so frequently she keeps it tucked inside her chest for easy accessibility.

The Second Foundation and Empire both have use of a Prime Radiant, which means the two groups—who are ostensibly at odds—have the same means to glimpse the road ahead. As season three began, both realized there’d been a sudden, potentially cataclysmic shift in the timeline. Though they’ve long been preparing for an extended dark age that will kick off with the fall of Empire, Seldon’s math now suggests the possible end of humankind itself. Soon! If the math holds, it’ll happen in just a few months.

Humans who are privy to this information deal with the impending doom in varying ways. But it’s different for Demerzel. As we’ve seen in earlier episodes, she’s facing a dilemma so grave she’s sought out a confidante—a religious leader named Zephyr Vorellis—who agrees to have her memory wiped after each meeting, then restored when it’s time to talk again. Demerzel’s secrets are so intense she actually, for once, needs a sounding board to help her muddle through them.

The big one is, of course, that she’s a robot. She was a fierce general in the long-ago Robot Wars, then captured and held in stasis for centuries as the last of her kind. Then, she was reprogrammed by Cleon I to serve only Empire’s interests and has been doing so alongside the genetic clones (all named Cleon) decanted in succession.

That directive has manifested in different ways across Foundation‘s run so far; we’ve seen that Demerzel’s programming removes her from having to obey the Three Laws of Robotics, as written by Foundation source-material author Isaac Asimov. In other words, she can and will kill humans. That includes any Cleons who step too far out of line. But the knowledge that Empire will fall and, even more recently, that humanity may end has sparked an existential crisis: who is Demerzel without Cleons to serve? And on an even larger scale, what is her objective if humanity ends and she’s left to float through her eternal existence?

As “The Stress of Her Regard” begins, we get a whole new window into just how determined Demerzel has been to preserve Empire’s rule—and just how important her hand has been in shaping not just the trajectory of the Cleons, but of the Foundation too.

In Foundation season one, terrorists blow up the Star Bridge—a giant elevator designed to carry space travelers from their ships down to Trantor, Empire’s home planet. It’s a horrific act that kills millions. Hundreds of millions. In response, Empire showers devastating bombs upon the two worlds it deems responsible, causing nearly as much trauma in return.

But as we learn in season three, while the responsible parties were indeed from the planets that were punished, they were acting on behalf of Demerzel. It’s a secret she’s been keeping for three centuries, and Vorellis, who’s suitably shocked to hear the truth, wants to know why she did it.

“I have eyesight that far outstrips your own,” Demerzel reminds Vorellis. She’s been playing a long game here.

In season one, Empire was poised to execute Hari Seldon and banish his plan for the Foundation, which he had proposed as a way of shortening the length of the dark ages on the horizon. But Demerzel believed the Foundation would actually help Empire stay in power, at least in the short term. Since, as Demerzel explains to Vorellis, the Cleons respond to strong emotions rather than strong arguments—which Foundation has shown to be absolutely true—she had to do something to shift their thinking. Destroying the Star Bridge did the trick; they took Seldon’s dire predictions more seriously, and agreed he could set up the Foundation on a far-flung planet.

Cut to season three. Three hundred years later, Vorellis wonders if Demerzel feels regret over being a mass murderer. Demerzel—someone who operates strictly based on her programming, not her desires or emotions—did feel pain that day watching the destruction she’d caused. And because she’s immortal, she’ll be forced to remember that forever. But don’t ask her if she has any regrets.

“The paradox is the thing that hurts,” Vorellis realizes. “You said helping Foundation did not violate your programming in the near term, but in the long term Foundation is an enemy of Empire now, and you are partly responsible.”

Vorellis, who represents Luminism, a faith Demerzel has been curious about in the past, suggests that maybe the robot is looking for a loophole to set herself free. She can’t die and reincarnate as the religion teaches. But maybe… she has died, in her own way? Vorellis points out that there have been different versions of Demerzel throughout her existence. She’s been reprogrammed more than once. Maybe there’d be a new Demerzel waiting to take over once Empire is gone?

It’s hard to tell what Demerzel makes of this idea, other than the fact that it distresses the hell out of her. She can’t embrace the idea of existing without Empire, because she’s wired completely around the idea of serving them. “You are mistaking me for human,” she hisses, before tearing her skin and showing the freaky metal face beneath. “I am not!”

An understandably frightened Volleris dashes away, leaving the audience, and Demerzel herself, to contemplate the terror of losing her entire purpose, especially after all she’s done to safeguard its existence. We’re also left pondering the fact that she plotted the Star Bridge disaster—and wondering what else Demerzel might have done, or will do, to keep the status quo.

New episodes of Foundation arrive Fridays on Apple TV+.

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