Nasty business, this one. Nasty, nasty business. The pleasure planet Kalgan is far from the first world we’ve seen devastated or incinerated on Foundation, and it’s unlikely to be the last. It is, however, the first world to be destroyed with the Foundation’s full approval, and arguably by the Foundation’s own hand. It’s the first world to be destroyed by Gaal Dornick. 

It’s the last thing you expect for reasons that begin with the casting of actor Lou Llobell as Gaal way back in the first season. Llobell’s gentle beauty and lullaby voice have long helped sell the idea that Gaal is a carer first and foremost, a powerful warrior but only reluctantly. In this very episode we’re reminded of how she lost her daughter, Salvor Hardin, as an adult she had barely gotten to know. The ep also gives us a good long look at the bare ass of her boyfriend, handsome Captain Han Pritcher, as if to remind us she’s also got a passionate love affair going.

FOUNDATION 305 SCANNING CAPTAIN BUTT

And while the Foundation in all its incarnations has not been above manipulation and skullduggery, engineering genocide in order to further their long-term goals? That’s a new one, even for Hari Seldon, the far-seeing founder who was not above murdering people out of vengeance back when he was still a normal living guy. Gaal is the Foundation-linked character you’d least expect to give such an order.

But she is the truest of true believers, the last of the founders of Foundation and second only to Hari Seldon himself in the knowledge of the discipline he invented. She has spent centuries in suspended animation, rising only to tutor an army of X-Men to serve as the galaxy’s hidden puppet-masters, altering the course of events to preserve Foundation against Empire. Why would she hesitate to sacrifice millions in order to save billions, to sacrifice billions in order to save trillions?

That’s the call Gaal makes when she convinces Brother Dawn to call a Council meeting to approve a blockade-style “enclosure” of the Mule’s new stomping grounds, Kalgan. But that’s not all she makes the youngest Cleon do. She puts him up to blackmailing Councilor Tarisk, a personal friend of his, by planting incriminating evidence on his personal computer, threatening to expose it unless Tarisk votes in favor of the enclosure. Since Tarisk’s wife and children are currently on Kalgan, that puts his family directly in the crosshairs, but Dawn leaves him no choice.

FOUNDATION 305 SLOW MO DAWN TOSSES HIS GUN

It’s fascinating to think back on the events of this episode, and the whole season so far really, with the endgame of this episode in mind. Gaal seems aghast at Dawn’s betrayal of Tarisk and endangering of his innocent family, but is she just worried Dawn may reconsider? Similarly, when Dawn murders Tarisk’s mistress for overhearing their conversation, is it the crime Gaal’s concerned about, or just the complication?

Considering how many people are more or less knowingly condemned to death by what follows from the enclosure’s approval, I’m disinclined to believe Gaal was all that broken up about the Tarisk family’s plight. After a bravura effect sequence in which Empire’s ships arrive and encircle the planet, as depicted on the Council chamber’s giant holodisplay, the Mule dials in to say hello. Sadly for everyone, he informs them he’s no longer on Kalgan at all; the only thing he wanted from the pleasure planet was its adjacent jumpgate, through which he and his forces slipped out prior to the arrival of the Imperial fleet. 

What he did leave behind for them is a bomb in the jumpgate that turns it into the trigger for a massive celestial event that burns Kalgan to a crisp. Not only Tarisk’s wife and kids, not only the planet and everyone on it, but multiple entire Imperial fleets are wiped out in a matter of seconds. (This kind of thing is the reason Empire banned the enclosure practice following the second season’s Terminus debacle. Those who do not learn from history, et cetera.)

Separated during the chaos that follows, as Council members and their servants flee the planet for fear of the Mule’s takeover, Gaal and Dawn are separated. She just wants him out of harm’s way, but he demands to know if her psychic powers foretold this catastrophe. She has a little wiggle room — she wasn’t sure the Mule had seized the jumpgate and fled, setting up Empire’s fleet for destruction — but not much, since the destruction of the fleet was her explicit goal. 

Safely back on their ship, Gaal answers the questions of a furious Dawn as he prepares to exit the tubular, semi-manmade planet where the Council is located. She explains that thanks to the intervention of the unforeseen robot servant Demerzel, Empire is a little bit stronger than it ought to be at this point in the Prime Radiant’s prediction, while Foundation is a little weaker. Gaal needs Empire to fall, so that Foundation can attack its soon-to-be-Mule-controlled capital planet Trantor and take him down once and for all. 

The cutthroat conduct of Gaal in this episode raises a lot of questions. I wonder now if Hari gave Empire the Prime Radiant not to preserve civilization, but to hasten its fall. Trusting the math after 300 years of his forebears using it with Demerzel is the reason Brother Dawn was convinced to work with Gaal in the first place, and trusting Gaal was vital to the destruction of the fleet and the onset of Empire’s fall to the Mule. Of course, this presupposes that Gaal was telling the truth about not psychically compelling Dawn’s cooperation, which now seems like a very distinct possibility.

Whatever the case, it’s a bitter pill for Dawn to swallow, but fortunately or unfortunately, he doesn’t have long to savor the taste. Deranged by grief for his family, which perished from the Mule’s solar system–level booby trap, Tarisk opens fire on Dawn within a sealed airlock, blowing them both into the void of space. Now robbed of her human skeleton key to all of Empire, Gaal instead greets an unauthorized visitor to her ship: Demerzel.

FOUNDATION 305 SLO-MO AIRLOCK FLOW

The android servant/ruler of Empire has had her hands full as well. Discovering the corpse of Brother Day’s Imperial guard co-conspirator, whom he murdered in order to effect his own escape, Demerzel realizes Day has gone down to the Mycogen district to recover his memory-wiped girlfriend. She’s content to say goodbye to this avatar of Empire, who she says will give them no trouble — it’s Dawn she’s really worried about, hence her unexpected infiltration of Gaal’s ship.

This leaves only Brother Dusk, who’s still preparing for/stalling his “ascension” into oblivion. He watches the video message Dawn recorded to send his regrets, saddened by his missing brother’s absence. Little does he know at that moment that with Day permanently AWOL and Dawn now dead, Dusk is the only Cleon of the current trio left to govern Empire. Since his dynasty has a maximum of four months to live, he’s very much on the clock.

FOUNDATION 305 DUSK IN GREEN AND RED LIGHTING

But there are a few wild cards left out there for our heroes and antiheroes to play. Pritchard returns home to New Terminus bearing tales of his encounter with the Mule, but that’s old news to the outraged Mayor Indbur, whose ship he stole for the mission. After having his whole naked body scanned very, very thoroughly, Pritchard is imprisoned by guards he himself trained.

His erstwhile allies, Toran Mallow and his wife Bayta, are on Foundation’s rival power center, Haven, home of the rebellious Traders. Their goal — well, Bayta’s goal, since she’s the brains of the outfit — is to convince Toran’s powerful rebel-leader uncle Randu Mallow that their, uh, guest, the musician-“clown” Magnifico, is key to the Mule’s whole telepathic operation thanks to the psychically suggestive music he plays. In other words, the bald musician is a bargaining chip that the Mule, the Foundation, and even Empire will be eager to get their hands on, or at least learn about. Aided by the charm powers of Magnifico’s music itself, Bayta successfully convinces her husband’s one-armed uncle to take their side.

Telling you that any given episode of Foundation kicks ass in five or six different ways seems to be the Prime Radiant’s prediction of my destiny, and far be it from me to deny the math: This episode of Foundation kicks ass in five or six different ways. Caitlin Parrish and Leigh Dana Jackson’s script is merciless, sullying a babyface character perhaps beyond salvation. It’s also dependent on not one but two characters, Gaal and the Mule, remaining several steps ahead of the audience, which in my case at least they certainly did. I always enjoy it when shows are smarter than I am.

As outer space spectacle, this remains a magnificent show. From Toran’s wounded ship skipping across space and down to the surface of their planet half destroyed, to the imposing enclosure of Kalgan by Empire’s ships, to the “cobalt spike” that burns the planet, even down to the red and green lighting of Dusk aboard his “black hole gun” weapon as he hears the news from Dawn, to the gravity-defying ways of the tubular planet where the Council meets, there’s virtually always something to feast on. 

FOUNDATION 305 RUNNING UPSIDE DOWN

But my main takeaway from this episode, I think, will be the revelation that Gaal Dornick has become Foundation’s Luthen Rael: a hardened guerrilla, willing to let innocent people die if furthering her ultimate goal of saving the galaxy is at stake. To paraphrase the man himself, if Kalgan must burn to take down Empire and further Foundation, then it will burn very brightly. Fighting tyrants is an ugly business that makes all of us uglier by forcing us to fight in the first place.

Sean T. Collins (@theseantcollins) writes about TV for Rolling Stone, Vulture, The New York Times, and anyplace that will have him, really. He and his family live on Long Island.