Warning: Spoilers ahead forFoundationseason 3, episode 2, “Shadows in the Math.“Foundationseason 3, episode 2, “Shadows in the Math,” raises the stakes for both Empire and the space opera’s titular organization(s) while also shaking up the formula once again. Thesprawling timeline inFoundationis allowing certain storylines to burn far more slowly than others, but “Shadows in the Math” makes sure there are more immediate arcs to follow, too.
“Shadows in the Math” continues to addnew characters toFoundationseason 3as the overall saga moves forward at its intentionally glacial pace. While the episode lacks any high-octane action sequences, it boasts several scenes that brilliantly build the tension and further flesh out the world of one ofApple TV+’s best sci-fi shows.

“Shadows In The Math” Does A Great Job At Shining A Light On The Cleonic Dynasty’s Genetic Drift
The Trio Of Clone Emperors Is Falling Into Complete Disarray
The clone emperors continue to behave less and less like Cleon I inFoundation’s more recent episodes, thanks to the genetic tampering plot revealed in the season 1 finale. The changes to the clones' behavior and the divergences in their respective personalities began small, but are coming more and more to the forefront in “Shadows in the Math.”
Mann’s portrayal of a subtly desperate Brother Dusk (soon to be Darkness) is especially entertaining.

Cassian Bilton, Lee Pace, and Terrence Mann all have an incredibly difficult job to do among theFoundationcast, as the three actors are continually required to update their respective performances as Brothers Dawn, Day, and Dusk. While all three should be praised, Mann’s portrayal of a subtly desperate Brother Dusk (soon to be Darkness) is especially entertaining.
Gaal Dornick Doesn’t Contribute Much To Foundation Season 3, Episode 2
One Of The Second Foundation’s Leaders Is Barely In “Shadows In The Math”
Lou Llobel’sFoundationcharacter was pivotal in the show’s first two seasons, but season 3 still hasn’t given her much to do. Whileshe takes up a large portion of the opening minutes of “Shadows in the Math,“she quickly disappears from the story as the episode starts to focus on other arcs instead.
I’m certain that Gaal Dornick will slowly return to prominence asFoundationseason 3 continues, so I’m not criticizing the writers for putting her in the backseat for now. However, I feel like she could have been doing something more interesting during the limited screen time she had.
The highlight of Gaal’s arc was seeing Hari Seldon (Jared Harris) age and leaving her as the Second Foundation’s only leader. An older Hari Seldon drives a greater divide between the organic version of the character and the holographic iteration that resides inside the Vault, opening up more possibilities for that particular casting quirk.
There’s A Pretty Boring Storyline In “Shadows In The Math” (But It Has Potential)
Toran Mallow’s Debut Is Underwhelming But Sets up What Could be A Good Arc
After being taken by the Mule (Pilou Asbæk) in theFoundationseason 3 premiere,the pleasure planet of Kalgangets some more attention in “Shadows in the Math.“The Mule’s lone scene further entrenches Asbæk’s character as a villain to be reckoned with, but Kalgan’s other arc gets off to a slow start.
“Shadows in the Math” catches up with a descendant of Hober Mallow(Dimitri Leonidas), but seeing the spoiled heir apparent to the Alliance of Traders' throne is more frustrating than it is rewarding. That said, I think that’s kind of the point, and I’m sure it will lead somewhere with a better payoff. For now, it’s a little boring but has potential.
Foundation’s Unsubtle Star Wars-Inspired Superweapon Is Great
The Novacula Is Essentially The Death Star By A Different Name
In perhaps the episode’s biggest twist, “Shadows in the Math” introduces Brother Dusk’s massive contribution to Dawn’s pending reign as Empire’s leader.The Novacula is a planet-destroyer that’s reminiscent ofStar Wars' Death Star, and could easily turn the tide in the ongoing war between Empire and the Foundation.
The VFX that bring the Novacula’s nightmarish capabilities to life are truly spectacular, and another sign that the show is still at full power after its recent budget cuts. With the Novacula at his disposal, the soon-to-be Brother Day will be a formidable leader who will be tough to topple.
The last-minute twist that reveals Dawn’s clandestine communications makes it difficult to know whose side he’s really on.
That said, the last-minute twist that reveals Dawn’s clandestine communications makes it difficult to know whose side he’s really on. It’s a brilliant cliffhanger that teases a season that will continue to fascinate, and a strong final moment for an episode ofFoundationthat is, at times, uneven.
New episodes of Foundation season 3 release every Friday on Apple TV+ until the finale on September 12.
Foundation Season 3, Episode 2
Cast
Foundation is a science fiction film that follows a band of exiles on a crucial journey to save humanity and rebuild civilization as the Galactic Empire collapses.