Written by Glen Morgan & James Wong

Directed by Thomas J. Wright

Edited by Chris Willingham, A.C.E.

Aired March 13, 1998

Summary: The Millennium Group’s Old Man links the schism within the organization to the actions of ODESSA, an underground network of Nazis bent on obtaining the cross of the crucifixion.


  Season Two on DVD


  Full Transcript Available


Synopsis:  As Frank, gun in hand, approaches the car, he orders the occupants to place their hands on top of their heads. The driver attempts to reason with Frank, insisting he is with the Group. Suddenly, the passenger turns and aims his gun at Frank. Both men fire. Frank dives behind the vehicle, taking cover. Neighbors react to the commotion, and shortly thereafter, police sirens sound in the distance. Frank fires several rounds into the car, striking the passenger. As the driver engages the engine and pulls away, Frank shoots out a back tire. Later, police find the car abandoned. 

Meanwhile, while examining evidence pertaining to the Johnston murder, Lara Means discovers that Watts hid an infrared photograph. The cover-up also comes to the attention of the Elder, who demands an explanation. Watts tells the Elder that Johnston was involved in a plot to pit the Owls and the Roosters against each other. Watts spotted a possible lead within the infrared image, and certain it would determine the outcome of the discord within the Group, hid it from view until he could consult with the Old Man about its meaning. Later, members from both factions meet to discuss the crisis. The Elder decides not to reveal the results of carbon tests that conclusively date the piece of wood — possibly the crucifixion cross — found in Johnston's burned automobile until after Group members have settled their differences. 

Catherine is approached by Jim Ford, an Aerotech worker. He reveals that Clear Knight and the company are part of something called Odessa. Meanwhile, Frank pays Knight a visit. While examining the watercolor hanging on her wall, Frank experiences internal visions of Nazi Germany. 

That night, Frank receives a visit from Lara Means and the Old Man. Lara explains that, throughout history, the Group has had access to scientific breakthroughs withheld from the public. As a result, Johnston developed a theory about a tear in the fabric of the universe, one that would reach Earth in sixty years. Lara admits she believes the theory, but would not join the Owls because of her persistent apocalyptic visions (which cannot be explained through science). The Old Man then joins the discussion, explaining that a third party has been manipulating the Group in hopes of triggering its demise. Later, the Old Man tells Lara that in the waning days of World War II, Nazis began a secret project known as Odessa, in which high-ranking SS officers fled to countries south of the equator. One of these men, Rudolph Axmann, helped defeat their greatest enemy, communism, in the 1980s. Now Odessa has turned its attention towards the Millennium Group. 

Meanwhile, Catherine discovers that Jim Ford is dead. Fearing for her safety, she runs from the Aerotech offices and makes her way to the parking lot, where she encounters Frank. He explains that Odessa had been monitoring his reluctance to join the Millennium Group, and hired Catherine, through Aerotech, in an effort to access him. 

Gunsche brutally murders the Old Man in the basement of Frank's yellow house. Devastated by the loss, Watts tells Frank and Lara he is ashamed at how he has treated them. He determines that the Group must now destroy Odessa. Later, as the Elder presides over the Old Man's burial, the operation to obliterate Odessa is put in motion: Gunsche is killed in a car bomb explosion; Axmann's house is destroyed in Paraguay; and the Aerotech company is raided and shut down for good. 

The Elder assumes the title of the new Old Man. Later, he travels to the Old Man's shack, where he unwraps a package shipped from Amann, Jordan. Inside is the remaining cross of the crucifixion.


- Peter Watts sits alone at an empty table

- Peter has a private meeting with the Elder

- Lara Means presents the Old Man

- Frank and Catherine have a discussion

- The Elder, executive of the Group

- The Group holds an emergency meeting

- The Old Man confides in Frank and Lara


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Media Review:  "'Roosters' does a devastating job of reconciling and reclaiming the territory trod upon by unseen forces, rebuilding our faith in the narrative strength of Morgan and Wong’s vision. The result is a deeply moving, incredibly satisfying foray into the upper realms of secret society, where even the most earth-ending events have a basis in the prototypical power play." —Bill Gibron, DVD Talk


Trivia:  Glen Morgan explains that the plot for this dramatic two-part episode grew naturally out of James Wong's work on "The Hand of St. Sebastian," one of his favorites from the second season. Morgan has commented, "It's nice to be so influenced by something your partner did. I wanted to break the split we saw in that episode into a secular one. How can you make people believe that the end of the world is in sight? I tried to look to a scientific possibility. In the two-parter at the end of the season, I tried to tie those together with a plague. I started reading about germ warfare and thought, 'Here are scientific events occurring in our world, and they're predicted theologically.'"


R.G. Armstrong appears in this episode as the Millennium Group's leading Old Man for the final time. His character, while appearing in only three episodes of the series, remains one of the more memorable members of the show's superb supporting cast.


Richard Wagner's "Prelude to Parsifal," the operatic piece that plays over multiple pivotal scenes throughout the episode, provides particularly appropriate accompaniment for the drama seen here. As the Old Man explains, Parsifal tells the story of a young man who quests for the Holy Grail. Wagner based the opera on Wolfram von Eschenbach's medieval epic Parzival, a 13th century epic poem that tells the story of the titular Arthurian knight and his quest for the Holy Grail.


Odessa, the Organization Der Ehemaligen SS-Angehörigen, existed in the real world very much as it is depicted in this two-part episode's story. The well-financed organization was founded in 1946 in an effort to shelter, aid, and conceal high ranking Nazi officials and war criminals following World War II.

Death Toll:  4


Title:  Each of the episodes in this two-part story is named for one of the two opposing personality types associated with apocalyptic fears. The rooster is often used as a symbol to represent those who believe in a looming apocalypse, the type of fiery and outspoken individual calling out to warn others of impending doom. As a Millennium Group Owl explains, "Roosters crow at the dawn, hoping to arouse the barnyard." Within the Millennium Group, Roosters are those who believe the year 2000 will bring with it a religious Armageddon.



"Prelude to Parsifal" by Richard Wagner



Lance Henriksen as Frank Black

Megan Gallagher as Catherine Black

Brittany Tiplady as Jordan Black

Terry O'Quinn as Peter Watts


Guest Starring:

Kristen Cloke as Lara Means
Kim Patton as Clear Knight
R.G. Armstrong as the Old Man
Bob Dawson as Helmet Gunsche
Brian Downey as Mr. Dean
Judith Maxie as Finley
John Juliani as Mr. Plunkett
Charles Andre as the Passenger

Steve Griffith as Jim Ford

Philip Baker Hall as the Group Elder

Ernest Lenart as Rudolph Axmann

Barry W. Levy as the Driver

Gardiner Millar as Mr. Otto

Production Credits:

Production #5C16

Music by Mark Snow
Production Designer Mark Freeborn
Director of Photography Robert McLachlan
Associate Producer Jon-Michael Preece
Consulting Producer Chip Johannessen
Consulting Producers 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

Executive Producer Glen Morgan

Executive Producer James Wong

Executive Producer Chris Carter