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Transcript of Millennium episode "Beware of the Dog"

Presented below is an episode transcript of Beware of the Dog from Chris Carter's Millennium TV series. These transcripts have been provided thanks to the dedication and time consuming hard work of Millennium fans Libby and Maria Vitale. Millennium - This is who we are is extremely greatful to Libby who has painstakingly checked, updated and edited each one for accuracy to make sure that they are as true to the actual episodes as possible.


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The transcript on this page includes all spoken and visual content providing a full written account of the selected episode of Chris Carter's Millennium television series.

Please note that transcripts are different to the original Ten Thirteen shooting scripts/screenplays in that they have been painstakingly transcribed from the actual broadcasted episodes (and subsequently later checked against the DVD released episodes) for the benefit of resource and interest of Millennium's fans.

The original episode screenplays and shooting scripts may include or exclude varying scenes, explanations and character descriptions and are always of great interest to fans of Millennium. Such scripts of Millennium may occasionaly be found for sale on Ebay and other online auction sites and make for ideal collectors items.

In 2004, Lance Henriksen (Millennium's Frank Black) teamed up with Sue Myatt formerly of website Lance Henriksen Magic to auction his personal signed collection of 63 Millennium scripts filled with Lance's comments, notes, production sheets, location maps and reminders.

Together they are to be congratulated for raising over £13,000 for international charities, which was a fantastic endeavour.

Unfortunately many, if not most of the auctioned autographed scripts were believed to have been purchased by internet auction traders, and therefore never got to be appreciated and cherished by Millennium's actual fans.

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Beware of the Dog - Transcript



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Beware of the Dog

[MLM-202 (5C02)]


Written by Glen Morgan and James Wong
Directed by Allen Coulter
Edited by George R. Potter
U.S. Air Date: September 26, 1997

[Transcribed by Libby
Edited by Brian A. Dixon]


[A two-tailed comet flies in the night sky. An RV is being driven along a darkened country road. The music of the Carpenters' "Close to You" is playing. Inside the RV is an elderly couple, Paul and Mary Anne Lombardo, plus their small Pomeranian. Paul is driving drowsily while Mary Anne strokes the dog in her lap. The dog yawns. A car passes in the opposite direction, its bright headlights startling Paul into full wakefulness.]

{Music: "Why do birds suddenly appear every time you are near? Just like me, they long to be close to you."}

PAUL: Time to call it a day, Mom.
MARY ANNE: We're really in the middle of hell's half-acre. There's a town up ahead, but it's not on the map.

{Music: "Why do stars fall down from the sky every time you walk by?"}

[Paul nods, then draws up at a road sign: "WELCOME TO BUCKSNORT, POPULATION 128, THE DEER HUNTING CAPITOL OF THE USA."]

{Music: "Just like me, they long to be close to you."}

[Paul switches off the engine and the music stops. He stretches. A small truck soon pulls up in front of them, facing them with headlights full on.]

PAUL: What is this now?

[Paul goes to pick up his gun lying on the floor.]

MARY ANNE: No, Paul. Just drive off.

[A man dressed in a white apron and a white hat gets out of the truck – he's a short order cook. As he comes into the headlights of his truck they can see that his apron is stained with red streaks.]

MARY ANNE: Is that blood?
PAUL: (laughs) I think it's ketchup.
MARY ANNE: Oh. (laughs)
PAUL: (to cook) Evenin'.
COOK: Evenin', folks. I'm going to have to ask you to please move your RV up ten feet, just past that town sign there.
PAUL: I'm already parked. You got some rule about parking on the outskirts of town?
COOK: Just move up past it and you won't have any trouble.

[Paul sighs and starts up his RV. The music begins to play from the radio once again.]

{Music: "On the day that you were born, the angels got together and decided to create a dream come true. So, they sprinkled moon dust in your hair, with gold and starlight in your eyes of blue."}

[Paul moves the vehicle forward under the guidance of the cook then stops, just past the Bucksnort town sign. He mouths "OK?" to the cook, who gives him a thumbs-up.]

{Music: "That is why all the boys in town follow you all around. Just like me, they long to be close to you."}

COOK: You folks have a good evening.

[The cook gets back in his truck and drives away. Paul switches off the RV's ignition and the music stops.]

PAUL: Now, what the hell was that all about?

[The couple's dog whines.]

PAUL: And what's with you, big Hertz?

[The Pomeranian yaps and whimpers. Mary Anne laughs. The dog exits through a dog-flap. Mary Anne switches on the inside light. Suddenly there's a heavy bang on the roof.]

MARY ANNE: What was that?

[Another bang. The RV is beginning to rock.]

MARY ANNE: Is it that man again?

[As the banging continues, Paul gets into the driver's seat and starts up the engine. Through the windshield, in the headlights, they can see a dog, a German Shepherd.]

MARY ANNE: Oh, look! Don't hurt him. Go 'round him! Go 'round!

[Paul nods and starts to turn the wheel to drive around the dog. The German Shepherd deliberately moves with the RV, continuing to block their path. Paul beeps the horn but the dog only growls. He reaches down for his gun.]

{Music: "On the day that you were born, the angels got together and decided to create a dream come true."}

MARY ANNE: What are you doing?
PAUL: I'm just going to scare him off.

{Music: "So, they sprinkled moon dust in your hair, with gold and starlight in your eyes of blue."}

[As Paul reaches out of the window with his gun another German Shepherd leaps up and grabs hold of his arm. He cries out. Mary Anne tries to help, pulling on his other arm, but she is flung off. She opens a door on the other side of the RV only to see yet another dog.]

{Music: "Why do birds suddenly appear every time you are near? Just like me, they long to be close to you."}

[Mary Anne slams the door shut and then sees Paul is being dragged through the window and yet another dog is climbing in over his struggling body. A second dog then jumps in and as she backs away the two dogs approach her. She shuts herself into a rear compartment and frantically grabs at the blinds on the windows, searching for a way out of the RV.]

{Music: "Just like me, they long to be close to you."}

[The dogs burst through the door and from outside we see and hear the attack – her shadow through the window blinds, her screams, and blood on the glass. She falls out of sight. The Carpenters sing as the camera pulls back to show the RV, now still and silent, and beyond it the few lights of the town.]

{Music: "Wah-ah-ah-ah-ah, close to you... Wah-ah-ah-ah-ah, close to you..."}

[fade to black]

[main titles]

[polaroid fade up]


[The yellow house. Catherine is sitting on the veranda in the sun. Ben is lying by her side. She is holding a mug and seems deep in thought. Memories: from "Lamentations" – Bletcher hanging in the basement, the figure at the top of the stairs; from "The Beginning and The End" – a Polaroid camera flashing, the Polaroid Man attacking Frank, Frank stabbing the Polaroid Man. Suddenly she is brought back to the present day by the sound of a car door shutting. It's Frank and Jordan.]

JORDAN: Hey, Mom! Ken Griffey hit two home runs.
JORDAN: (to Frank) I mean, Junior jacked two out of the yard.

[Frank holds out his hand and Jordan promptly gives him five.]

FRANK: You're right, sweetheart.

[Jordan runs to Catherine. Frank's pager sounds. The display reads "2000." He switches it off. Benny barks and starts to growl. Frank looks quizzically at the dog as the barking continues.]

FRANK: Benny, it's me. Save that tough-dog stuff for guys you don't know.

[Benny settles back down and Jordan runs up to the steps to him.]

JORDAN: Come on, Benny.

[Catherine walks over to Frank and the two of them turn to look at Jordan.]

JORDAN: He told me he wants you to move back with me and Mom.
FRANK: Maybe you should have the same talk with Benny that you and I had. Okay, sweetheart?

[Jordan looks a little grumpy.]

CATHERINE: Um, Ann Watkins from work? She and Dave have separated.
FRANK: Really.
CATHERINE: Yeah. So Jordan and I are going to move in with them for a while.

[Frank appears to be stunned by this.]

CATHERINE: Why don't you move back into the house?
FRANK: I want us to live here as a family.
CATHERINE: I just think it would be crazy to carry the mortgage with neither one of us living here.
FRANK: Is that another way of telling me to sell it?
CATHERINE: I believe in the point of the house. I really do, honey. (pause) But we've lived here for a year and we haven't exactly been racking up the Kodak moments.
FRANK: Selling would be giving in after what's happened. My heart believes what life could be here for us, Catherine.
CATHERINE: I know. But I don't know if we can get it back.

[Frank thinks.]

FRANK: Will you call the real estate agents?

[Catherine nods.]


[Frank's pager beeps again – "2000".]

CATHERINE: You want to use the phone?
FRANK: No. I'm going.

[He walks towards the house to Jordan.]

JORDAN: Bye, Daddy.

[She runs to Frank.]

FRANK: Thank you for coming to the game with me.

[He hugs Jordan, both smiling happily.]

FRANK: I'll see you –
JORDAN AND FRANK: – next time!

[He picks her up, hugging her, looking at Catherine. Both Frank and Catherine have solemn, serious expressions.]


[Frank's house. Night. Inside, the only light is from the desk lamp and the computer monitor showing a flashing ouroboros. The computer is beeping and Frank sits down at his desk with a sigh. He clicks a desktop icon and the voice recognition software appears.]

FRANK: Soylent Green is people.

[Frank closes the lid on his CD player. As the computer monitor shows "Welcome Frank. There are 826 days remaining," the music of the Bobby Darin song "As Long as I'm Singing" begins to play.]

{Music: "As long as I'm singing there's bell up in my brain that's ringing, makin' a crazy ding-dong.."}

[On his computer, Frank begins to survey a number of gruesome and graphic photos that were taken of the Bucksnort German Shepherd attack. We see Paul Lombardo, his face spattered in blood.]

{Music: "And if this band don't desert me, then there's nothing in the world can hurt me..."}

[The telephone rings. During most of this scene, the focus switches to whoever is speaking.]

FRANK: Hello?
WATTS: You're finally looking at the file.

[Frank looks downright aggravated.]

[Watts is sitting at a desk, his laptop open in front of him.]

WATTS: I paged you half-a-dozen times.
FRANK: I was with my daughter.
WATTS: Well, what we do affects our children's lives, Frank.
FRANK: (sarcastic) Tell me, Pete, in what way?
WATTS: What you're looking at, the Group feels you're right for this.
FRANK: Right for what? I can tell from these images it was an animal attack.
WATTS: The group thinks it's time you go there.
FRANK: (annoyed) I think you should save time and money. It was an animal attack, simple as that.
WATTS: Go there, Frank. (pause) It's not that simple.


[Frank is driving, listening to the same Bobby Darin song as before.]

{Music: "Making music is more to me than a pleasure, 'cause me and music, we go together like notes in a measure. Long as I'm singing, then the world's all right and everything's swinging, long as I'm singing my, long as I'm singing my, long as I'm singing my song."}

[The road Frank is driving is in a rural area. He drives over a wooden bridge above a shallow stream surrounded by trees. He approaches Bucksnort. The Lombardos' RV is still parked by the town sign.]

[Inside a diner, a waitress, Cora, serves coffee to a couple of customers. She goes over to a young man sitting at a small table, Michael, and places in front of him a tall glass filled with deep brown liquid. She sprays whipped cream from a can onto the top.]

CORA: That what the hell you were talking about?
MICHAEL: It's perfect, if it's non-fat. No, it's great. Thank you, thank you, Cora. Oh, some cinnamon? Cinnamon?

[Cora stares at him, sighs and moves off. Michael quickly scoops out most of the cream with a spoon and puts it on the saucer. He is casually but smartly dressed. Beyond him are three other customers, dressed in working clothes, and a man – the short order cook – behind the serving counter. Michael turns to the other customers.]

MICHAEL: Hi, y'all.

[The three look at him, unsmiling.]

MICHAEL: Uh, the other night, from my house up there, I heard some commotion from down around the town sign. (pause) Anybody know –

[No one responds and the three go back to eating. A moment later the door opens. Frank Black enters and everybody immediately stares at him.]

FRANK: Hi. Can I get a room?
CORA: (smiling, respectful) Yes, sir! How long you here for?
FRANK: Don't know.
CORA: What's your name?
FRANK: Frank. Frank Black.
CORA: Sit down.

[Frank pulls out a chair. Cora puts a cup of coffee down.]

CORA: It's on the house, Mr. Black.
FRANK: Thank you.
CORA: We've got plenty of rooms for our new sheriff.
FRANK: I'm not your new sheriff.
CUSTOMER #1: You look like you are.
FRANK: Doesn't mean I am.
CUSTOMER #2 (NATE): We've been waiting a while.
FRANK: What, since last week?
CORA: Since – (she looks over to the customers) when was George Bush president again?

[Michael looks astonished.]

FRANK: Are there any law enforcement officers in town?

[Cora points at the cook.]

CORA: There's your deputy.

[The cook gives a thumbs up.]

FRANK: Who reported the attack?

[The customers all quickly turn their attention back to their meals.]

NATE: What attack was that?
FRANK: The one that occurred on the edge of town. They sent me the photos.

[Michael is writing something on his napkin.]

FRANK: Would there be anybody in town who knows about the attack? Who might have contacted the authorities?
CORA: How would we know? You're the sheriff.

[There's awkward silence for a while. Frank finally pulls out some money, leaves a few bills on the table and gets up.]

FRANK: When can I get my room?
CORA: It'll be ready in about an hour.

[Frank nods and walks towards the door.]

CORA: But be back in half an hour.
CORA: The sun'll be down.

[Frank leaves, somewhat perplexed. Outside there is the sound of rolling thunder and a strong wind blowing. A storm is coming. The door opens again – Michael has followed Frank and runs after him. During their conversation, Frank continues to walk on and Michael has to move quickly to keep up with him in an effort to hold his attention.]

MICHAEL: Sheriff Black. Excuse me. Sheriff Black, you got a second? Sheriff?
FRANK: I'm not the town sheriff.
MICHAEL: I can relate to disassociating yourself with this town. I can tell you're not from this area. Where you from, then?
FRANK: Seattle.
MICHAEL: Seattle. Mmm. Grande half-caff non-fat latte.
FRANK: You live here.
MICHAEL: I do now. My name's Michael Beebe. I lived in Los Angeles my whole life. I loved it. Then one day last April, I was getting gas in my neighborhood. I see Blood and Crips {1} graffiti on the gas pumps. Then, in July, my car stereo gets stolen from the carport. Two minutes later, I'm in my apartment, it starts to shake. I figure, earthquake? I look out, I see police helicopters, I see cop cars, I see battering rams. They invade my neighbor's crack house condo. I just thought to myself, my god, this is what the west side is coming to, then screw it. I got the money, I'm outta here. And I moved to a place where it was safe, where you don't have to lock your doors at night. And I built a beautiful house on a ten acre lot which the Parks Service opened for sale this year. That's what I want to talk to you about.
FRANK: Your ten acre lot?
MICHAEL: No, my neighbor. You know, it's one thing the old coot lives in this Unabomber shack that's technically on the lot I purchased, but there's also this sick, putrid smell in the air and I know it's got something to do with him.
FRANK: Does he have animals?
MICHAEL: Well, I do hear weird noises, but only at night.
FRANK: Noises.
MICHAEL: Yeah, sort of like dogs growling but, you know, there's also something – I don't want to come off as some new age fruitcake. If I wanted that I would have moved to Sidona {2}. – But at night when I hear these noises, there's, it's more like there's something to feel [lightning flash] rather than to see or hear. Maybe I can't explain it but, you know, it does scare me. I know the old man has something to do with it. Um, could you talk to him? [He holds up the napkin he was writing on in the diner.] This is a map I made. See, that's my house there, and this is like the woods, that's the old man's squat, just there, and there's woods, and there are trees, there.

[Frank has taken the napkin map and is trying to walk away. He holds his hand towards Michael.]

FRANK: All right.

[Frank walks away.]

MICHAEL: Thank you, Sheriff.
FRANK: (exasperated) I'm not the sheriff.

[Frank walks down the road.]


[Frank is now examining the RV, measuring bloodstains on the driver's side window. He gets a sudden vision – but it's of Catherine. He looks puzzled. Then another – the yellow house. As he continues around the outside of the RV thunder continues to roll in the distance. On one side of the RV is the name "Paul" covered in blood, the other side has "Mary Anne". Frank opens a door only to find the Lombardo's small dog barking at him. The dog jumps out and runs down the road, yapping.]

[A car horn blares. A pick-up truck driven by Nate, one of the diner's customers, stops nearby.]

NATE: Sun's going down.
FRANK: Thank you.
NATE: Need a lift?
FRANK: No, thanks.

[Frank shakes his head, seeming a little amused. Nate prepares to drive off.]

NATE: (more sternly) Sun's going down.

[Frank looks at the sun, just about to disappear behind the hills.]

[The truck drives off. Frank is suddenly aware of an odor. He looks around and then sees down the road two German Shepherds, then three more. They run off down the road, into the middle of town.]

[Back at the Bucksnort Inn, Cora opens the front door and looks around outside. The area is deserted – only Frank's car is parked in front. Almost the only sound is from the hiss of the wind and a clacking wooden whirligig attached to the outside of the Inn's verandah. Cora closes and locks the door, pulls down the blinds and switches off the lights. Outside there is a sign: "BEWARE OF DOG."]

[fade to black]

[polaroid fade up]

[Frank approaches the Inn. The front door is locked. He bangs on it, then goes to tap on the darkened window. He goes back down the steps and looks up at the second floor. There's a light in one window showing through some thin drapes. A shadowy figure is seen approaching the window.]

FRANK: Hi! Locked out!

[The shadow figure moves back, away from the window.]

FRANK: I'm locked out!

[The shadow disappears. Frank sighs, clearly annoyed. He looks around. There's no-one in sight, only a few lighted windows. There's no sound other than the whirligig clacking in the wind and the occasional thunder. Frank walks around the back of the Inn. There's a rundown repair shop there. Suddenly, he sees one of the menacing German Shepherds. It's standing still but growling. On the other side of him, two more dogs appear. Frank edges carefully toward the shop's wall and, very slowly, picks up a wooden pallet. The dogs attack and Frank uses the pallet to protect himself from the dogs' snapping jaws. There's a frenzy of growling and lunging as the dogs pull at the pallet. Frank manages to open the door of the repair shop and, fighting off the dogs, gets inside and bars the door.]

[While the dogs are trying to get through the door, Frank gets out the other side and runs around to his car. He reaches for the car door handle. As he does so, there's an unexpected growl. A dog is standing on the car roof. Frank slowly and cautiously unlocks the door. The other dogs burst out of the repair shop as Frank opens the car door. He dives in just as one of the dogs leaps at him, grabbing his leg in its jaws. Frank fights off the dog after its bit into his leg and he and slams the door shut. As he starts the car, dogs are leaping at the windows. He drives off, the dogs chasing after him down the street. He sees one ahead. It runs towards the car. Frank swerves to avoid it but it jumps up and hits the windshield, smashing the glass. The dog's body falls off the car and Frank drives to a building that appears to be a small hospital or doctor's office. He gets out the car, leaving the door open, and half-runs, half-limps up the porch steps. As he knocks frantically at the door he looks back to see four German Shepherds surrounding the body of the dog that had been hit by his car. At the window, a slat of the blind is raised and frightened eyes look out.]

FRANK: Please. I'm bleeding. I've been attacked by the dogs.

[The blind closes. Again Frank raps on the door. He looks back to see there's nothing in the road but the dead dog. The other dogs are surrounding his car. An old pickup tuck slowly drives in from the other side of the area. It draws up by the dead dog. A man gets out and Frank lifts his hand as if to call for help. The man walks slowly over to the dog's body. As he picks it up, the dogs around Frank's car look back and watch. The man puts the dog's body into the back of his pickup. As he reverses to drive back the way he came, the dogs return their attention to Frank. Then they turn and run in the direction of the pickup as it drives out of town. Frank sighs with relief and sits down on the step. His left leg is bloody from the attack. He slumps against the side of the house and closes his eyes.]


[Later, Frank is lying, apparently asleep, in a room in the doctor's office. Also in the room are some of the townsfolk engaging in a very concerned conversation.]

CORA: Why are they coming into town?
MAN #1: Never have been, as long as I've been here.
MAN #2: Twice in the last month. First the RV, now the Sheriff.
WOMAN: What did we do? We left them alone, we stayed in the boundary. No-one I know went past the town sign after sunset.
MAN #2: Maybe we should give calling down state another try, get those Animal Control people.
NATE: No, they give up on us years ago. They just don't get it.
DOCTOR: I think they do get it. They know it's got nothing to do with animal control.
MAN WITH RIFLE: We could try shooting them down. Well, I mean, if the rules have changed, who knows?
BEARDED MAN: Lyn and me have talked. We've been thinking of moving up to lakeside.
NATE: You've lived here 25 years.
LYN: And we've loved every minute, even with the situation here.
BEARDED MAN: But you can't deny the situation has changed.
NATE: We can't let them drive us away.
BEARDED MAN: It's not a good home if it's not safe, Nate, and I know I can't do a damn thing about what's going on. Well, if the one person who can control things has lost that control, then we gotta find a new home.
NATE: Yeah, the Sheriff. Looks to me like he ain't worth a damn.
BEARDED MAN: You all know I'm not talking about the Sheriff.

[Frank is awake and listening.]


[In the forest, during daylight, Frank is walking through the woods. He stops and looks around. There's a faint sound of hammering. He runs on through the undergrowth. He stops and hunkers down. The hammering sound is much closer. He pulls aside some ferns and sees some marker stones. There's a rustling off to his left. He crouches down in hiding. A figure approaches – it's Michael who almost attacks him. Michael is holding a wooden cross-shaped object, with the words "NO TRESPASSING" written on the crosspiece.]

FRANK: Hey! What is that?
MICHAEL: Sheriff, do you smell what I smell?

[Frank is trying to hush him.]

MICHAEL: Sheriff, is that disgusting or what?
FRANK: Sh, sh.
MICHAEL: The old man, he lives over there.
FRANK: I got it. Here.

[Frank holds up Michael's napkin map and tucks in into Michael's shirt pocket.]

MICHAEL: Yes! Finally, someone who'll listen.
FRANK: Hush!

[Frank walks in the direction of the hut, Michael following him. On a slight rise ahead, they see a German Shepherd.]

FRANK: No quick moves. Move back. Move back.

[Frank puts himself in front of Michael. More dogs join the first. Then the Old Man appears, staff in hand.]

FRANK: Call off your dogs.
THE OLD MAN: They ain't my dogs.

[Frank looks puzzled. The Old Man turns and walks away. The dogs remain, standing still and growling. Frank bends down slowly and picks up a marker stone. Michael is standing behind him with his sign raised over his shoulder as a weapon. There's a sound like the wind whistling and the dogs suddenly turn and run off. Michael makes a run for it.]

FRANK: (calling after him) Hey.

[Frank examines the stone he has picked up. On it is carved the ouroboros. Around him in the clearing are many other stones.]

[fade to black]

[polaroid fade up]

[Frank is walking through the forest. A howl causes him to pause to look back briefly. He walks into a clearing. There's a shack, an old pickup truck and curious pieces of junk lying around. A fire smolders in a smoking barrel near what seems to be an obsolete satellite dish. The site is surrounded by larger marker stones. Frank looks around the property and then knocks on the shack's door, which swings open. Inside, the room is dark as paper has been pasted over the windows. On almost every surface there are piled books. There's what looks like old radio equipment, a statue of the Buddha, drawings of various comets, and an old manual typewriter. Frank reads the words on a piece of paper still in the typewriter: ]

"Dear Senator Peck: Thank you for your prompt response to my letter concerning the current El Nino weather conditions..."

[Frank picks up one of the books. It's a journal. He flips through the pages. All of the writing is in Greek. Only one set of words amongst the scrawling appears recognizable. His own name is written amidst the Greek characters. He puts the book down, then notices some photographs on a shelf behind a small camera. They are black and white photographs of the dogs' victims.]

[The Old Man enters the shack.]

THE OLD MAN: (chuckles) What are you doing here?
FRANK: I think you're supposed to tell me.

[The Old Man gestures for Frank to move outside.]

FRANK: The Winnebago.
THE OLD MAN: Well, they left it for you to have a look.
FRANK: What did you do with the bodies?
THE OLD MAN: Well, they were attended to and sent to their family.
FRANK: And the explanation was... ?
THE OLD MAN: Did you happen to catch the May 1997 Morbidity and Mortality Weekly Report? It indicates that injuries from dog attacks increased 37 per cent in the last decade. 4.7 million people in the U.S. were bitten by dogs in 1994. About a million needed medical care, compared to half a million in 1986. It's my job to keep an eye on information like that as the day nears.
FRANK: Is that what you do for Millennium?
THE OLD MAN: The Group or the event?
FRANK: The photographs. My name in your journal. The gravestones in the ravine.
THE OLD MAN: What makes you think they're gravestones?
FRANK: The snake. The ouroboros. It was used as a secret symbol on early Christian graves. The markers, rough obelisks.
THE OLD MAN: So, you've been looking into the Group.
FRANK: Apparently not enough.
THE OLD MAN: Apparently.
FRANK: Were those the graves of past members?
THE OLD MAN: Do you know the significance of the ouroboros?
FRANK: The snake is symbolic of divine life. It embraces cyclical systems, unity, multiplicity, evolution, involution, birth, death.
THE OLD MAN: That's all you need to know for now, Frank, about the Millennium Group. The reason you're here is to learn about the event.

[Sounds from the undergrowth make them both turn. As the dogs lope out into the clearing, Frank backs away. The Old Man remains where he is.]

THE OLD MAN: When I looked for good, then evil came unto me. When I waited for the light, then came darkness.

[Frank has picked up an axe. The Old Man is standing his ground unconcerned.]

THE OLD MAN: The circle is about as good as it's gonna get. No beginning, no end, no boundaries. Yet nothing but what lies inside the circle and what lies outside.

[The dogs have stopped just outside the ring of marker stones. The Old Man grasps Frank's arm.]

THE OLD MAN: Go stand by that rock.
FRANK: Oh, no, no, no.

[The Old Man takes the axe away from Frank and walks him forward.]

THE OLD MAN: Serial killers, spree killers, mass murderers, it's all just societal, genetic, inevitability. You have no idea about true evil. Now go stand by that rock.

[He pushes Frank forward.]

THE OLD MAN: One more step.

[He pushes Frank forward using his staff. Frank is now very close to the dogs. As he looks at the dog in front of him, he receives a series of flashing visions – a dog attacking, Bletcher, the yellow house, Catherine smiling, a Polaroid of Catherine tied up. Again Frank looks at the dog before him and more visions occur – Michael, the Polaroid of Catherine, Catherine smiling, the Polaroid again, Michael, Catherine, the yellow house. The dog breaks off its stare and turns away. All the dogs run off back into the woods.]

THE OLD MAN: Well, you passed! It's like matter itself, Frank. Neither good nor evil can be destroyed. Both will always be here. It's meant to be. "The Lord hath made all things for himself, yea, even the wicked for the day of evil." Our role is to achieve equilibrium and as we do that we must respect evil, and we must make evil respect us. But at times such as now, events indicate that we're losing balance. And time is running out.

[The Old Man claps Frank on the shoulder.]

THE OLD MAN: Well, it's good to meet you.

[The Old Man turns back towards the shack.]

FRANK: The dogs! That's why they're coming into town. Because Michael Beebe built his house in an area –
THE OLD MAN: That upset the balance.
FRANK: The townspeople don't have any idea of this, do they?
THE OLD MAN: It's over their damn heads, Frank. Their fear shrinks the world to the size of nothing but their own lives. It blinds them to anything beyond their own houses. All they think is, "Why me? Please just leave me alone." All they hope is that it'll go away. But it won't go away. That's why people like you are sent here. You have a gift, Frank. But unlike a bad tie at Christmas, your gift is unreturnable.
FRANK: I don't have the gift any more. The images, things I see – my personal life has upset the balance.
THE OLD MAN: It'll come back. And when it does you'll think it's diminished but actually it'll be greater than before. You're moving to a new plane, Franklin.
FRANK: They'll kill Michael.
THE OLD MAN: Huh. Surprised it ain't happened already.
FRANK: How can I respect that?
THE OLD MAN: Well, I can't respect him. My neighbor did nothing to help his or our situation but run away, and from crime of all things. Crime is not evil. Any of us would steal if we were hungry. And any of us might even kill if we were without hope. So, we confront evil. But there isn't much time. We can't waste time on one ignorant man.
FRANK: You could teach him.
THE OLD MAN: Hmm. Well, then I haven't taught you.

[Frank turns away.]

FRANK: (muttering) My name is not Franklin.

[He limps away. The Old Man watches, then looks up at the sky. It's almost sunset and the sun is descending through the trees.]

[fade to black]

[polaroid fade up]

[Outside Michael's home. A very smart log cabin and a perfect lawn, on which stands an immense satellite dish. Inside, Michael's watching the Marilyn Monroe musical "There's No Business Like Show Business" on television, singing along with a song, eating popcorn. He is also holding a rifle.]

MICHAEL: (singing along with movie) Having a heat wave! A tropical heat wave! The temperature's rising, it isn't surprising. She certainly can... Cancan! She started a heat wave by letting her seat wave and in such a way that her customer's say she certainly can... Cancan!

[He notices movement outside and, still singing along with the movie, pulls aside the curtain across a pair of glass doors. He checks the lock, then fiddles with the controls on his fireplace.]

MICHAEL: (singing) Gee, gee, gee! Her anatomy makes the mercury rise to ninety-three...

[There's knocking at the front door. He switches off the television and checks his security monitors. One monitor shows the floor plan of the house and the other shows views of the outside from cameras. He goes over to the front door and sees Frank via the spy-hole. He quickly pulls open the door, managing to inadvertently point the rifle in his hands straight at Frank.]

MICHAEL: Sheriff Black, did you talk to him?
FRANK: (pushing Michael's gun barrel downwards) Can you put that down?
MICHAEL: I was caught without one during the Rodney King riots.
FRANK: I think we can all just get along.
MICHAEL: Well, come on in, come on in. Have a seat.

[They both sit. Frank looks around.]

FRANK: What a beautiful house.
MICHAEL: Thank you. It's my baby. Well, did you talk to him?
FRANK: Michael, I don't know how to explain what I'm about to say, but it would be my advice to you that you might consider moving.
MICHAEL: (laughs) What?
FRANK: You're in trouble, Michael.
MICHAEL: What is this? The Sheriff running me out of town? No, no, I was run out of my last home, I'm not going to run any more.

[Michael's been fiddling with something. Frank smacks his hand to get his attention.]

FRANK: Michael, listen to me. You're standing on the deck of a sinking ship – you don't try to figure out why, you get off. You saw what I saw, you heard the noises.
MICHAEL: Yeah, I heard them earlier tonight.
FRANK: What?

[Michael gets up and checks the glass doors again. The wind chimes outside are making noise.]

MICHAEL: You know, I'm such a bad host. You want a diet drink, or, you want some popcorn?

[He offers Frank the bowl of popcorn. Frank takes the bowl and puts in on the table.]

MICHAEL: What did that old man say?

[A shadow passes across the glass doors – a dog. Neither of them notice this.]

FRANK: That you don't belong here.
MICHAEL: Huh! You, you, get out, just out, out, out. I don't care if you are the Sheriff. Just – out of my house.

[He's on his feet, moving towards the front door. After a pause, Frank gets up and follows him.]

FRANK: Not just you, Michael, anyone.
MICHAEL: What does that mean? This is my home. I gave up everything to come here. Would you just up and sell your home because someone said that you didn't belong there? Hello! Didn't think so. No-one would.

[He opens the door for Frank to leave.]

FRANK: Michael, close the door.

[Michael looks outside. Five dogs are standing outside, on the front lawn. He closes the door, picks up his rifle and checks the security monitors. Areas of the plan are now flashing red. Frank pulls the rifle away from him.]

MICHAEL: They're surrounding the house.
FRANK: They're coming for you, Michael.
MICHAEL: They can't get into the house. There's no way they can get into the house, right?

[The outside monitor shows the dogs around the house.]

MICHAEL: I know, we could go through the garage and get in the car and we could drive out.
FRANK: That would be a good idea but your car's parked on the driveway.
MICHAEL: Oh, god.

[He checks the monitor again. The flashing has stopped.]

MICHAEL: Oh, maybe they're gone.

[Frank comes over and checks the outside monitor. There's no signs of life. Suddenly there's crashing glass. Frank and Michael edge their way back through the house. There are growling sounds, and something is pushing at the front door. Frank pulls a bench towards the front door. Michael declines to help: "Bad back." Frank aims the gun at the front door. Behind them they can see the shadows of dogs outside the glass doors.]

FRANK: Is this thing loaded?
MICHAEL: God, I hope so.

[While Frank is aiming at the glass doors, he hears a sound up above. We see a shadow moving along the upstairs landing. As he and Michael move over to the stairs, Frank shouts a warning to Michael: "Down!" then fires over his head as a dog leaps at them. The dog falls dead on the floor. Back at the front door, the wooden panels are beginning to split. The shadows are still outside the glass doors.]

FRANK: More shells, Michael.

[Frank uses the rifle butt to smash the glass doors while Michael frantically searches for more shells. He find some and pours them into Frank's hand.]

FRANK: It's the wrong gauge.

[Frank goes over to the front door. Michael checks the security monitor. The sounds of the dogs at the glass doors have ceased.]

MICHAEL: Sheriff Black.

[Frank is clearly frustrated and angry as he turns to face Michael.]

MICHAEL: There were five dogs.

[The security monitor shows five red dots.]

MICHAEL: But you killed one.
FRANK: That's what I've been trying to tell you. There will always be another dog.

[He hands the rifle to Michael. The security monitor now shows another dot, larger than the other five.]

MICHAEL: Another one?

[The monitor for the outside camera shows the Old Man. Frank goes and opens the front door. The Old Man walks in. He looks intently at Frank.]

THE OLD MAN: You learn it yet?
FRANK: (to Michael) Get what you need.
MICHAEL: Get what I need?
FRANK: You're leaving.
MICHAEL: Well, for how long? When do I come back?
THE OLD MAN: (moving to the fireplace) You don't.

[He has picked up a flaming piece of wood.]

MICHAEL: What, what the hell are you doing!
FRANK: Is that necessary?
THE OLD MAN: If I don't, we'll never get out of here alive, him, you or me.

[The Old Man starts setting fire to the furnishings.]

THE OLD MAN: A guy like you, I'm sure you're covered.

[He walks off as the fire catches hold. Michael looks utterly shocked as his living room goes up in flames.]

[Outside, the three men walk in single file while the dogs look on. By now, the fire has reached the first floor and flames are showing above the roof ridge as smoke billows into the night sky.]


[Fade to yellow house. A "FOR SALE" sign is in the front lawn. Frank walks to the sign and grabs hold of it, beginning to loosen it in the ground. The front door opens and Catherine comes out onto the porch.]

CATHERINE: Frank, what are you doing?
FRANK: It's not for sale.
CATHERINE: The house is already on the market.
FRANK: I can't. We can't run away after all that's happened.
CATHERINE: Are you moving back?

[He pulls the sign out of the ground and throws it down.]

FRANK: When it's a home again.

[Frank and Catherine stand apart from one another, staring at each other, the discarded sign on the grass between them.]

[The yellow house is shown bathed in sunshine.]

[fade to black]

[The credits fade in from black... ]



{2} or perhaps more useful is:


Lance Henriksen (Frank Black)
Megan Gallagher (Catherine Black)

Also Starring:

Terry O'Quinn (Peter Watts)
Brittany Tiplady (Jordan Black)

Guest Starring:

Randy Stone (Michael Beebe)
R.G. Armstrong (The Old Man)


Brent Butt (Short Order Cook)


Ralph J. Alderman (Nate)
Anita Wittenberg (Cora (I))
Arnie Walters (Paul Lombardo)
Margaret Martin (Mary Anne Lombardo)
Sally Stevens (Radio Singer)


Bonnie Judd (Lady in Window)
David Major (Mr. Thompson)
Jim Poyner (Dr. Potter)
Sarah-Jane Redmond (Lucy Butler)
Kate Robbins (Mrs. Coblenz)
Michael Roberds (Al)
Carolyn Tweedle (Mrs. Willingham)

Music by Mark Snow
Editor: George R Potter
Production Designer: Mark Freeborn
Director of Photography: Robert McLachlan
Executive Story Editor: Michael R Perry
Associate Producer: Julie Herlocker
Associate Producer: Kathy Gilroy-Sereda
Associate Producer: Jon-Michael Preece
Consulting Producer: Chip Johannessen
Consulting Producer: Darin Morgan
Co-Producer: Robert Moresco
Co-Producer: Paul Rabwin
Producer: Thomas J Wright
Co-Executive Producer: Ken Horton
Co-Executive Producer: John Peter Kousakis
Written by Glen Morgan & James Wong
Directed by Allen Coulter

Executive Producers: James Wong & Glen Morgan
Executive Producer: Chris Carter

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