Lee Pace, who plays the cloned emperor Brother Day on Apple TV+’s Foundation, has shared his personal theory on what makes his character smart. In a show filled with genius mathematicians and ancient robots, Cleon does not rely on cold logic. Instead, Pace says the character’s strength is a powerful, inherited instinct—a gut feeling for power and survival that is written into his very DNA.
This instinct drives the emperor’s major actions in Season 3, which premiered on July 11, 2025. In this latest season, viewers meet a very different Brother Day. He is disillusioned with his role, choosing to retreat to the palace gardens with animals rather than rule actively. Yet, according to Pace, this version of Cleon is still deeply intelligent in his own unique way.
The Core of Cleon’s Intelligence: Instinct Over Intellect
Pace has explained in detail how he views his character’s mind. Cleon does not solve complex equations like Hari Seldon or calculate probabilities like Gaal Dornick. His intelligence is more primal and immediate.
“I feel like what is true about Cleon is that he’s got this instinct of, That’s the right way. That’s it. That’s my opportunity,” Pace told Wired. “He puts himself in trouble in messy situations, and then he gets a hunch. I’m gonna follow that. He does, and most of the time it works out for him.”
This idea is central to Pace’s performance. He believes this instinct is part of Cleon’s cloned nature, a kind of genetic memory passed down through the dynasty. While other characters on the show use reason and data, Cleon operates on feeling. Pace argues this is a valid form of intelligence, especially for a ruler.
“Although it’s not rationality in any way, it’s not logic, I do think it describes a kind of intelligence,” the actor said. “Maybe the truth is that it’s in his DNA, it’s written into that Cleonic DNA, even though he’s never been taught it… it’s an instinct to dominate in a way, to come out on top.”
A “Mess” of a Man: Brother Day in Season 3
The Cleon that Pace plays in Season 3 is a significant departure from the composed, ruthless emperors of past seasons. Described by Pace as “disillusioned,” this version has grown out his hair and beard and lives a secluded life. He has stepped back from the daily machinations of ruling the Galactic Empire.
Pace openly describes this iteration of the character as deeply flawed and emotionally unstable.
“What I’ve unlocked, what I found to be really true about him, is that he’s a mess,” Pace stated. “He’s human and deeply flawed. He thought he was the hero of the story, but in reality there was another hero, and he was the bad guy and he didn’t even consider it”.
This internal conflict—the realization that his understanding of his own story was wrong—is a key part of the character’s journey in the new season. Despite his power, he grapples with a fractured self-image and a growing awareness of his own limitations.
The Dynamic with Demerzel: A Complex “Marriage”
A major factor in Cleon’s development is his lifelong relationship with Demerzel, the ancient robot who has raised, advised, and manipulated the Cleonic dynasty for centuries. Pace has described their bond as a deeply contradictory but foundational connection.
“There is a marriage here, there is a marriage that is full of contradictions,” Pace explained in an interview with SlashFilm. “They love each other deeply, but she’s also a machine. They love each other deeply, but he owns her. They love each other deeply, but she owns him.”
This complex dynamic comes to a head in Season 3. Cleon begins to see Demerzel not as a mere tool or servant, but as a far older and more significant intelligence. This realization humbles him and shifts his perspective on his own role in the galaxy. As Pace notes, Cleon discovers that Demerzel is “like a goddess that he’s been living with, and he didn’t even see it”.
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The Bigger Picture: Cleon’s Place in a Cerebral Show
Foundation is a series built on big ideas about mathematics, history, and human destiny. In this world of thinkers and planners, Cleon’s instinct-driven nature makes him a unique foil. Pace enjoys this contrast, seeing Cleon as holding his own against more obviously cerebral characters.
“He’s not a dummy,” Pace emphasized. “He’s toe-to-toe with these incredibly intelligent, cerebral minds—but he’s got a very unique kind of cerebral mind, where he’s not conscious of his intelligence”.
The actor also acknowledges that his interpretation is just one way to view the character, leaving room for audience analysis. His portrayal has become a standout element of the Apple TV+ adaptation, which expanded the role of the emperor far beyond its presence in Isaac Asimov’s original books.
The series was renewed for a fourth season in September 2025, ensuring that the saga of the Cleonic dynasty will continue. Foundation Season 3 is currently streaming on Apple TV+.
