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Season 3

46 :03x01 - The Innocents

Oct/02/1998
Eight months after the devastation wrought by the Marburg Virus that claimed the life of his wife Catherine, Frank Black asks to return to active duty in the FBI. Frank's interest is peaked by a bizarre plane crash, in which the victims are all identical. Once back on the team, Frank is assigned a new partner by the name of Emma Hollis.
Guest Stars: Peter Outerbridge as Special Agent Barry Baldwin | Stephen E. Miller as Andy McClaren | Katy Boyer as Attendant Woman | Ken Pogue as Tom Miller | Averie Maddox as Fair-Haired Deena | Maxine Miller as Justine Miller |
Co-Guest Stars: Doris Chillcott as Elderly Woman | Judith McDowell as Dr. Luanne Chase | Françoise Yip as Stewardess #2 | Damon Gregory as Larry Palmer | Barry W. Levy as Passenger | Garvin Cross as Trucker | Frances Flanagan as Nurse | Gerry Nairn as NTSB Investigator |
Uncredited: Clayton Watmough as Assassin

47 :03x02 - Exegesis

Oct/09/1998
Frank and Emma's investigation into the string of dead identical blonde women leads them back to the Millennium Group itself, including an increasingly sinister Peter Watts. It seems that the women were participants in a secret experiment in mind control, for the purposes of military espionage.
Guest Stars: Peter Outerbridge as Special Agent Barry Baldwin | Stephen E. Miller as Andy McClaren | Katy Boyer as Attendant Woman | Ken Pogue as Tom Miller | Averie Maddox as Fair-Haired Deena | Maxine Miller as Justine Miller |
Co-Guest Stars: Doris Chillcott as Elderly Woman | William Richert as Tom Coty | Demetri Goritsas as Agent Dixon | Barry W. Levy as Millennium Group Member | Tim Dixon as Forensic Doctor | Ted Cole as Dr. Thomas | Frances Flanagan as Nurse |
Uncredited: Bob Wilde as Mabius
Director: Ralph Hemecker

48 :03x03 - TEOTWAWKI

Oct/16/1998
Frank heads back to Seattle, along with Emma and fellow agent Barry Baldwin, to figure out who was behind a fatal shooting at a high school basketball game. Despite a gym full of people, nobody will come forward as a witness, leading Frank to assume that a town-wide conspiracy is afoot. The evidence points to a group of Y2K survivalists, who will go to any lengths to survive the apocalypse they believe is impending.
Guest Stars: Peter Outerbridge as Special Agent Barry Baldwin | Stephen E. Miller as Andy McClaren | Robert Wisden as Chris Carmody | Stephen J. Lang as Det. Bob Geibelhouse | Eric Keenleyside as Gary King | Laurie Murdoch as Jock Hauser | Andrew Johnston (1) as Principal Kalmer | Michelle Skalnik as Kathy McNew |
Co-Guest Stars: John Gingell as Carleton King | Hilary Strang as Mrs. Carmody | Jeremy Guilbaut as Brant Carmody | Sasha McLean as Tammy Meador | Keith Gordey as Software Engineer

49 :03x04 - Closure

Oct/23/1998
A heavily armed gang of bank robbers go on a killing spree in Hollywood, and Frank and Emma are put on the case. For Emma, the case hits a little too close to home, as the lead criminal reminds her of the man who murdered her sister years ago. Sensing her pain, Frank takes it upon himself to help his new partner get closure on both her past and present.
Guest Stars: Garret Dillahunt as Rick Van Horn | Shelley Owens as Joni | Michael Sunczyk as Peter |
Co-Guest Stars: Jason Gray-Stanford as Kyle | Dee Jay Jackson as Jay Cooper | Don McWilliams as Connor | Howard Siegel as Transient | Carol Alexander as Woman in Bar | Bob Dawson as Captain Kevin Mann | Tim Henry as Sheriff Taylor | Christopher R. Sumpton as Tow Driver | Robert Luft as FPD Officer
Director: Daniel Sackheim

50 :03x05 - ...Thirteen Years Later

Oct/30/1998
A horror movie is being made about a case Frank solved 13 years prior, in which people were killed in ways that mirrored classic horror films. Now, a new string of killings is happening that features the same M.O. Frank and Emma are brought on to the set in hopes that Frank can stop the copycat just like he did the original.
Special Guest Stars: KISS as Themselves |
Guest Stars: Jeff Yagher as Mark Bianco | Jim Pirri as Rowdy Beeman | Donnelly Rhodes as Sheriff Fritz Neuenschwander | Matthew Walker (1) as Sir Douglas Lotham | Kate Luyben as Eva O'Malley/Marta Danbury |
Co-Guest Stars: Stefan Arngrim as Hugo Winston | Crystal Cass as Ramona/Mary | Andre Danylieu as Mayor Dooley | Tanja Reichert as Ruby Dahl | Paul Stanley as Lew Carroll | Gene Simmons as Hector Leachman | Ace Frehley as Sick Cop | Peter Criss as Nice Cop | Dana Grahame as Sarah Cryer | Ted Kozma as Kenny Neiderman | Morgan Brayton as Assistant Director | Guy Fauchon as Movie Sheriff | Edmond Wong as Gaffer | Cavan Cunningham as Gaffer

51 :03x06 - Skull and Bones

Nov/06/1998
A decades old mass grave is found beneath a highway construction site, and Emma and Barry Baldwin are dispatched to the scene. When they get there, they run in to to a Millennium Group team led by Peter Watts, who seem intent on obstructing the FBI's investigation. Meanwhile back in D.C., Frank is talking to a man who claims to know the secrets of the grave and of the bodies buried within.
Guest Stars: Peter Outerbridge as Special Agent Barry Baldwin | Arye Gross as Ed | Stephen E. Miller as Andy McClaren | CCH Pounder as Cheryl Andrews |
Co-Guest Stars: Bob Wilde as Mabius | Jason Diablo as D.O.T. Foreman | Rob Morton as D.O.T. Driver | Mitchell Kosterman as Sheriff Walde | Keir MacPherson as Technician | Rob Freeman as Customs Officer | Barbara Dyke as Librarian
Director: Paul Shapiro
Songs: Nazareth -- Love Hurts

52 :03x07 - Through a Glass, Darkly

Nov/13/1998
When a young girl goes missing in a small town, the residents immediately point the finger of blame at a convicted sex offender that recently arrived in their town, after serving out his sentence. Frank and Emma are brought on the case in order to find the girl, but end up doubting that the easily scapegoated suspect is responsible for the disappearance.
Guest Stars: Tom McCleister as Max Brunelli | Scott Sowers as Randle Jarret | Paul Jarrett as Sam Petersen | William MacDonald as Sheriff Paul Dietz |
Co-Guest Stars: Eileen Pedde as Karen Jarret | Karin Konoval as Dr. Angela Horvath | Ron Sauvé as Brunelli's Dad | Shawna Delgaty as Julie Jarret | Tiffany Desrosiers as Shannon McNulty | Michelle Hart as Casey Petersen | Jim Poyner as Judge | Marco Roy as Deputy Lucas | Anthony Ulc as Deputy Bobby |
Uncredited: Mary Black as Mary | Emily Hill as Young Casey Petersen | Liz Bryson as Laura Petersen

53 :03x08 - Human Essence

Dec/11/1998
Emma is under fire at the bureau, after attempting to get her sister out of the heroin trafficking she was mixed up in, all while hiding her involvement. This particular line of contaminated drugs causes a lot more than just a high, as its users experience bizarre transformations. Frank takes it upon himself to both solve the case, and clear Emma's name.
Guest Stars: Peter Outerbridge as Special Agent Barry Baldwin | Stephen E. Miller as Andy McClaren | Samaria Graham as Tamra Caffrey |
Co-Guest Stars: Darryl Quon as Pulga | Rick Dobran as Johnny | Hiro Kanagawa as Det. Rondell | Winston Brown as House Staffer | Stephen Chang as Mr. Ho | Mikela J. Mikael as Elissa | Jorge Vargas as Young Dealer | Donald Fong as Kai Lam | David MacKay as Medical Examiner | Judi Closkey as Vancouver Trustee

54 :03x09 - Omerta

Dec/18/1998
In one of the weirder Millennium episodes, Frank takes Jordan on a Christmas vacation to Vermont, in order to prevent her from dwelling on it being the first holiday season since her mother's death. Frank can never get too far away from his work though, as he gets quickly wrapped up in the case of a dead mafia hit-man, who now appears very much alive. Things just get stranger from there.
Guest Stars: Bob Morrisey as Earl Parker | Tom McBeath as Jonathan Polgreen | James DiStefano as Boney Nerone | Michelle Beauchamp as Rose | Keegan Connor Tracy as Lhasa | R. Nelson Brown as Alryan | Jon Polito as Eddie Scarpino Giannini |
Co-Guest Stars: Arthur Corber as Donny | Salvatore Sortino as Paolo Stefano | Nicole Robert as Front Desk Clerk | Patrick Keating as Dr. Rice |
Uncredited: Annabel Kershaw as Carol
Director: Paul Shapiro

55 :03x10 - Borrowed Time

Jan/15/1999
Frank and Emma are called in after a bizarre series of apparent drownings that occurred while on dry land. The victims all share a common past experience, in that they died briefly but were brought back. The case gets very personal though, when Jordan suddenly falls ill, and Frank sees a man connected to the crime scenes hanging out by her bedside.
Guest Stars: Eric Mabius as Samiel | Amanda Tapping as Dr. Cantor |
Co-Guest Stars: Bill Dow as CDC Examiner | Kim Hawthorne as Nurse | Jenny-Lynn Hutcheson as Little Girl | Aundrea MacDonald as Girl's Mother | Tonjha Richardson as Business Woman | Colin Murdock as Business Man | Andrew Wheeler as Priest | Tom Pickett as Train Conductor | Nina Roman as Gertrude Epstein | Paul Magel as Orthodox Son | Robert Thurston as R.I.L. Director | Kerry Sandomirsky as R.I.L. Woman | David Pauls as Yuppie | Ted Cole as Paramedic | Ben Derrick as Track Controller | Ian Marsh as Track Controller | Ingrid Tesch as Mom with Camera | Corey Stovin as Patrick Varad
Director: Dwight Little

56 :03x11 - Collateral Damage

Jan/22/1999
Frank receives a surprising request, when former friend Peter Watts asks for his help in recovering his kidnapped daughter. Frank is skeptical, but he and Emma reluctantly take the case. It becomes apparent that Peter is hiding Group related information from Frank, even at the expense of his daughter's life. The kidnapper is a deranged war veteran, intent on making the Group pay for its crimes.
Guest Stars: James Marsters as Eric Swan | Stephen E. Miller as Andy McClaren | Jacinda Barrett as Taylor Watts | Art Bell as Himself | Terry David Mulligan as Dr. Harvey |
Co-Guest Stars: Brendan Fehr as Nick Carfagna | Jessica Schreier as Mrs. Watts | Bob Wilde as Mabius | Bill Marchant as David Cougar | Kaare Anderson as Raid Agent | Tony Alcantar as Chuck | David Lewis (1) as FBI Technician | Laura Mennell as Sorority Sister #1 | Kea Wong as Sorority Sister #2 |
Uncredited: Clayton Watmough as Sniper

57 :03x12 - The Sound of Snow

Feb/05/1999
Frank Black is sent a mysterious cassette tape in the mail, that is filled with nothing but audio white noise. A trip back to Seattle reveals that people all over Washington are receiving copies of the same tape, and are eventually dying after listening to it. While listening to the tape himself, Frank experiences several odd things, including an emotional reunion with his dead wife Catherine.
Guest Stars: Stephen J. Lang as Det. Bob Geibelhouse | Jessica Tuck as Alice Severin | Megan Gallagher as Catherine Black |
Co-Guest Stars: Deanna Milligan as Carol Wheatley | Christina Jastrzembska as Mrs. Wheatley | Trevor White as Doug Scaife | Todd Ritchey as Jerry Origo | Ryan Robbins as Mailer | Mark McConchie as Home Owner
Director: Paul Shapiro
Songs: James Carr -- The Dark End of the Street

58 :03x13 - Antipas

Feb/12/1999
When seemingly demonic events start taking place around the home of a Wisconsin senator, Frank suspects that his nemesis Lucy Butler has returned. Sure enough, Lucy is now serving as nanny to the family's daughter. Unfortunately for Frank, Lucy is not too happy about him getting involved, and will go to any lengths to reach her goals.
Guest Stars: Art Hindle as John Saxum | Stephen E. Miller as Andy McClaren | Susan Hogan as Una Saxum | Jay Brazeau as Selwyn Wassenaar | Rachel Victoria as Divina Saxum | Sarah Jane Redmond as Lucy Butler |
Co-Guest Stars: Scott Heindl as Long-Haired Man | Lloyd Berry as Gardener | Nancy Sivak as Nurse | Fulvio Cecere as Detective | John Harris (1) as Agent | Brian Drummond as 2nd Agent

59 :03x14 - Matryoshka

Feb/19/1999
Frank and Emma look in to the mysterious suicide of a retired FBI Agent, and of course find evidence of Millennium Group involvement. In fact, it appears that the Group has closer ties to the FBI itself than anyone ever imagined, including an old experiment at a nuclear research center.
Guest Stars: Peter Outerbridge as Special Agent Barry Baldwin | Dean Winters as Young Michael Lanyard | Barbara Bain as Lilly Unser | Mark Houghton as Dr. Alexander | Peter Hanlon as Clyde Tolson | David Fredericks (1) as Hoover | Marie Stillin as Natalie | Wally Dalton as Michael Lanyard | Matthew Walker (1) as Group Elder |
Co-Guest Stars: Ocean Hellman as Young Lilly Unser | Vince Metcalfe as General Groves | Mecca Menard as Young Natalie | Moneca Stori as Secretary | Tiffany Burns as Reporter | Alex Ferguson as Dr. Caton | Jim Thorburn as Agent

60 :03x15 - Forcing the End

Mar/19/1999
A fundamentalist Jewish sect abducts a pregnant woman, in hopes of using her child to complete a biblical prophecy. They seek to create a "pure child", that it is said will lead to the second coming of the messiah in Jerusalem. Frank and Emma race against the clock to find the mother and child, while Emma suspects Millennium Group involvement. However, Peter Watts maintains that the Group has no ties to the case.
Guest Stars: Andreas Katsulas as Moses Gourevitch | Stephen E. Miller as Andy McClaren | Juliet Landau as Jeanie Bronstein | Peter Wilds as Daniel Bronstein | Shae Popovich as Rachel Levinson |
Co-Guest Stars: Jason Emanuel as Cult Member | Klodyne Rodney as Security Guard | Anthony Santiago as Print Tech |
Uncredited: Willy Rose (2) as Agent Forest

61 :03x16 - Saturn Dreaming of Mercury

Apr/09/1999
A new family moves in to the Black's neighborhood, leading Jordan to have visions that tell her that the devil is near. The visions lead to Jordan developing an imaginary friend, and behaving in very uncharacteristic ways. Frank now has to figure out whether Jordan is correct about the evil within the new family, or whether his daughter is just being misled. Meanwhile, Emma is left out in the cold, as she doesn't share Frank and Jordan's "gifts".
Guest Stars: Michael Bofshever as Will Sanderson | Colleen Winton as Jean Sanderson | Dillon Moen as Lucas Sanderson | Gabrielle Rose (1) as Judy Scranton |
Co-Guest Stars: Jane Perry (1) as Principal Hawes | Connor Widdows as Calvin Scranton | Helen Taylor as ER Nurse | Ian Robison as ER Doctor | D. Neil Mark as Police Officer | Paul Dickson (2) as Firefighter | Sarah Jane Redmond as Lucy Butler
Director: Paul Shapiro

62 :03x17 - Darwin's Eye

Apr/16/1999
A teenage girl has escaped from a mental asylum, with the help of a young Sheriff's deputy. The girl was locked up due to the belief that she murdered her parents, but she claims that it was all just a conspiracy against her. Frank and Emma now have to figure out whether the girl is right about the conspiracy, or is simply insane.
Guest Stars: Peter Outerbridge as Special Agent Barry Baldwin | Tracy Middendorf as Cass Doyle | Peter Simmons as Joe Doherty | Kevin McNulty as Dr. Arnett | John Beasley as James Edward Hollis |
Co-Guest Stars: Lesley Ewen as Dr. Heath | Alfred E. Humphreys as Sheriff Randall | Alex Zahara as Dane | Kurt Evans as Clerk | Cam Chai as Ranjit Patel | Shawna Delgaty as Young Cass
Director: Kenneth Fink

63 :03x18 - Bardo Thodol

Apr/23/1999
The discovery of a freezer full of living human hands, leads Emma to a former Millennium Group scientist named Dr. Steven Takahashi, who left the Group due to fears that they were misusing his work. Dr. Takahashi now suffers from an unknown fatal disease, and the Group will stop at nothing to prevent him from revealing their secrets.
Guest Stars: James Hong as Monk | Stephen E. Miller as Andy McClaren | Tzi Ma as Dr. Takashi |
Co-Guest Stars: Bob Wilde as Mabius | Trevor White as Doug Scaife | Patrick McManus (1) as Agent | Daniel Bacon as Bio-Tech | Jefferson Dylan as Harbor Cop | Hiro Kanagawa as Shopkeeper | Kevan Ohtsji as Hotel Clerk | Anees Peterman as Receptionist | Sean Millington as Guard

64 :03x19 - Seven and One

Apr/30/1999
Frank receives disturbing photographs in the mail, that somehow seem to depict Frank himself drowning. Frank's investigation in to who sent the photos leads him down a dangerous path, and makes his friends at the FBI question his sanity. Frank comes to believe that a ruthless demon has personally targeted him for removal, but is this really the case? Or has Frank just lost touch with reality?
Guest Stars: Dean Norris as Del Boxer | Stephen E. Miller as Andy McClaren | Ken Pogue as Tom Miller | Maxine Miller as Justine Miller |
Co-Guest Stars: Bob Wilde as Mabius | Norman Armour as Father Yeager | Judith McDowell as Therapist | Brad Loree as Suited Man | Andrew Francis as Frank's Brother | A.J. Adamson as Young Frank | Mike Dopud as Clerk | Conor Topley as Older Kid
Director: Peter Markle

65 :03x20 - Nostalgia

May/07/1999
When a dog digs up a freshly severed female foot, Frank and Emma find themselves returning to a small town where Emma spent a portion of her childhood. It turns out that this murder is the latest in a long running series of crimes, and Frank quickly figures out who the culprit is. Unfortunately for him, he can't prove a thing. Now, Frank's only shot is to somehow trick the killer in to revealing his own secrets.
Guest Stars: Ted Marcoux as Jerry Neilson | David Barrera as Sheriff Tommy Briggs |
Co-Guest Stars: April Telek as Liddy Hooper | Jennifer Griffin as Lana | Lisa Marie Caruk as Jan McCall | Jim Shield as Lee Smith | Blake Stovin as Deputy Wayne Johnson | Ron Small as Ron Hauge | Ian Brown (1) as Minister | Paul Chevreau as Gravedigger | Madeleine Campbell as Cora | Kaitlyn Burke (1) as Alicia | Linnea Sharples as Alicia's Mom | R. David Stephens as Agent

66 :03x21 - Via Dolorosa

May/14/1999
Ed Cuffle, the serial killer originally responsible for Frank's breakdown years earlier, is finally executed. Frank thinks he can now move on, but soon a new series of murders begins, all matching Cuffle's M.O. The police think it's only a copycat, but Frank comes to believe otherwise. Meanwhile, Emma's father's debilitating illness takes a turn for the worse, leading to an unexpected offer from Peter Watts.
Guest Stars: Peter Outerbridge as Special Agent Barry Baldwin | John Beasley as James Edward Hollis | Matthew Glave as Edward Cuffle | Jeff Parise as Lucas Wayne Barr | Kevin McNulty as Dr. Arnett |
Co-Guest Stars: Mark Humphrey as Tommy Marcetti | Andrew Wheeler as Father Murray | Trevor White as Doug Scaife | Ken Roberts (1) as Warden | Carla Boudreau as Cyndie Dryden | Paul Simon as John Dryden | John Mann (1) as Detective Krebbs | Sarah MacAulay as Maria Jones | Frida Betrani as Art Teacher | Khaira Ledeyo as Suzie
Director: Paul Shapiro

67 :03x22 - Goodbye to All That

May/21/1999
As the "new" Ed Cuffle continues to amass victims, Frank is now being falsely held responsible for the death of Barry Baldwin. Emma accepts full membership in the Millennium Group, in exchange for a cure for her father. The FBI fires Frank, leading him to confront both Emma and Peter Watts. Everything will come to a head by the end of this episode, the series finale.
Guest Stars: Peter Outerbridge as Special Agent Barry Baldwin | Stephen E. Miller as Andy McClaren | John Beasley as James Edward Hollis | Jeff Parise as Lucas Wayne Barr | Kevin McNulty as Dr. Arnett | Jade Malle as Cheryl Kellough |
Co-Guest Stars: Anthony Harrison as Ken McGreevey | Trevor White as Doug Scaife | Jill Krop as Newscaster | Richard Stroh as Paramedic | Jessica Schreier as Barbara Watts | Frida Betrani as Art Teacher | Michael Tamburi as John Chambers | Clare Lapinskie as Lily Chambers
Warning: Millennium guide may contain spoilers
Classification: Scripted
Genre: Sci-Fi | Drama
Status: Canceled/Ended
Network: FOX ( USA)
Airs: Fridays at 09:00 pm
Runtime: 60 Minutes
Premiere: October 25, 1996
Ended: May 21, 1999
This guide is currently edited by:
msd85 (Challenge)

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