Foundation season three begins today, bringing viewers 152 years beyond season two. Empire is still in power, but its grasp on the galaxy has weakened considerably. As for the ruling Cleon clones, Brother Day (Lee Pace) has shrugged off his official duties in favor of a pleasure-filled lifestyle, leaving Brother Dawn (Cassian Bilton), who’s on the brink of aging into Brother Day’s throne, and Brother Dusk (Terrence Mann), who’s facing his rapidly approaching permanent retirement, taking charge in his place.

Amid all this personal turmoil, Empire’s robot advisor, Demerzel (Laura Birn), informs the Cleons a bigger problem is at hand: while they’ve long been aware the fall of their reign is coming, that time is now much closer than they realized. Also, there’s the small matter of a possible doomsday on the horizon, threatening not just Empire’s long-held control on humanity, but the existence of humanity itself.

At a press day ahead of Foundation’s return, io9 talked to Bilton and Mann about what Brother Dawn and Brother Dusk are facing in the show’s thrilling, high-stakes third season.

Cheryl Eddy, io9: Season three brings out maybe the most distinctive Cleons we’ve met yet. As performers, how do you approach playing the different versions? Does it start from the same place and you build nuance from there?

Terrence Mann: Cassian came upon this metaphor that is so apt, and it’s so perfect, and I wish we’d have known it five years ago when we started.

Cassian Bilton: I’m sure he’s hyped this up too much now [laughs]. But [my approach to the] character is essentially [that] playing Cleon over an extended period, but coming each time back to play different iterations of him, is a bit like coming to a season and dipping a brush into the same paint pot, but using a different movement on the canvas and ending up with something different. You’re ultimately working with the same raw material, but you’re in a different circumstance. And really what we do as actors is trust that we have that knowledge of Cleon the First behind us, and then we just basically—it’s our writers that really put us in circumstances that differ each season, and that’s how these different expressions of Cleon the First come out.

io9: Brother Dusk has a powerful arc in season three. He’s facing the end, but he’s not going down quietly. How would you describe his headspace as the season begins?

Mann: I think you could literally take the template of King Lear, Act 1, Scene 1, and go all the way to Act 5, Scene 4. That seems to be his descent into madness. But it doesn’t start out that way. It starts out with a very clear picture of what he wants the family to do and become, and then things just go awry. That’s what I thought about when I was reading it.

And by the way, you know, these were page-turners. All 10 episodes, when we got them, we were just like, “Wow that’s happening? That’s happening?” That’s kind of the beauty of what we’re doing this season, certainly for Cassian and I, is that [our characters] start out hoping for something in the beginning, and that drastically changes by the end of episode 10. So we’ve got a big sandbox to play in, and we’re bouncing all over the place doing that. Big time.

io9: The idea that the clones are on this regular cycle of decanting and “ascension” has been well established, but this is the first time we’ve really dug into the emotions around that. What was it like getting to explore that aspect of your character?

Bilton: If I’m honest, I’ve sort of been waiting for this moment since I was cast. I think it’s a very strange thing as an actor to watch other actors take on the later life of a character that you’re playing. I think my position in the show has always been young, fragile naiveté. Dawn is very lonely and sadly introspective in season one, and I think he finds his feet a little bit more in season two. But I’ve kind of been sitting on the sidelines like, “Coach, let me play!” when it comes to ruling the galaxy. And I feel like I managed to take a swing of the bat this season and hopefully be the kind of Dawn that we can conceivably, as an audience, believe could turn into Brother Day.

io9: Did you feel like you were getting to cut loose more this time around?

Bilton: 100%, 100% was able to cut loose for sure. I felt like, just to speak to it from an acting point of view, I was able to stretch and flex my muscles a little bit more as an actor. I was given so much opportunity by the writers to really jump in headfirst to this season and really help drive that story forward. And I’m really grateful to them for that chance because I had such a great time filming it.

I think the scenes that I’ve shot with Terry and Lee [Pace] landed in a really interesting place because I think what’s fascinating about the Cleons is—it’s both seeing them as individuals and seeing this inflection point of, “Well, how close can I get to the performance of this other actor?”

io9: We don’t get a ton of scenes with the three Cleons together in season three. But there’s that one lighthearted moment you share in the throne room where you’re all laughing together. Was that a special scene to film amid a season that’s otherwise filled with a lot of darkness?

Mann: That was art imitating life. That was really the three of us sitting out there because we hadn’t worked together, I don’t think, for a week or two or maybe even longer. And we’ve been really in disparate parts of studios and stuff. So to have that moment—and there’s never been a moment like that in any of the other seasons—it was very special.

Bilton: I think because Day has left [palace life] behind, they’re able to sort of drop the front a bit. In that scene particularly, you see them all dropping the front. “Okay, yes, we rule the galaxy, but yeah, we’re kind of exhausted by it. Like, how are you doing? How are you feeling about this?”

Really something that we’ve touched on a lot in our conversations about this season is the Cleons ultimately are very lonely people. They live in an environment where they only interact with different iterations of themselves or a humanoid robot; they’re lacking in intimacy or a gentleness and closeness to other human beings in a huge way. I think that’s why their relationship with Demerzel is so moving in the show, because she’s the only person that shows them kindness.

I’m so glad to hear that that scene [in the throne room] resonates, because I think it’s a really pivotal point in the season. And it’s the first time and the last time you see the three of them together before they go off on their own separate journeys of self-discovery.

The first episode of Foundation season three is now streaming on Apple TV+.

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