"The Innocents"


Written by Michael Duggan

Directed by Thomas J. Wright

Edited by Chris Willingham, A.C.E.

Aired October 2, 1998

Summary: Frank Black teams up with intuitive young F.B.I. agent Emma Hollis to probe a plane crash linked to a family of seemingly identical women who are being systematically murdered.


  Season Three on DVD


Synopsis:  Inside a dark house, an elderly woman, her eyes an almost supernatural color of blue, lies on a daybed, her body connected to a filtration machine. The old woman whispers the words, "it has begun," causing an Attendant to clasp the woman's hand in her own. Meanwhile, aboard a jet airplane, a Fair-Haired Woman, who has facial features similar to those of the Attendant's, and who possesses eyes much like those of the elderly woman, makes her way to a lavatory. She retrieves a handgun hidden inside a towel dispenser. A lavatory smoke alarm sounds in the forward galley, alerting a stewardess (who bears a resemblance to the Fair-Haired Woman) to possible trouble. But when the stewardess confronts the Fair-Haired Woman, she suddenly grabs the revolver and fires shots into the ceiling. The force of the vacuum sucks the Fair-Haired Woman out of the plane. 

Frank Black and his daughter, Jordan, have relocated to Falls Church, Virginia. Frank undergoes an FBI psychiatric evaluation. As Dr. Luanne Chase listens, Frank insists that Catherine and everyone else who died as a result of the outbreak were murdered. He also states that he is anxious to return to work. 

Meanwhile, FBI, FAA and NTSB investigators comb through the wreckage of the down airliner. The investigation is headed by FBI Agent Barry Baldwin, an ambitious man who has never been in charge of such a large-scale case. Amongst the other members of the team is FBI Agent Emma Hollis, an attractive woman in her late 20s. She discovers the body of the stewardess. Shortly thereafter, the revolver is discovered embedded in the soil. 

Frank begins experiencing visions of the plane crash. He telephones Assistant Director Andy McClaren at the FBI Academy. He states that he is unable to rid his mind of the disaster, partially due to the number of children on board (twenty-three in all). Frank makes his way to the crash site, where he meets Baldwin and Emma Hollis. Emma reveals that the stewardess's fingerprints were found on the handgun. According to Emma, Baldwin believes that the stewardess was a disgruntled employee who smuggled the gun on board and sabotaged the jet. Shortly thereafter, Frank digs through a section of the lavatory, unearthing a cigarette butt from inside a sink trap. He notes pink lipstick on the filter. Frank suspects that someone else was inside the lavatory. He takes special interest in a DMV photo of a blond woman named Deena Bartus. He compares Bartus' photo to that of the stewardess, and notices a distinct resemblance. Emma points out that both women lived in Salt Lake City, Utah. 

Meanwhile, a woman who bears an exact resemblance to the stewardess drives up to a house listed as Deena Bartus' address. The woman lifts a two-year-old girl from the backseat of the car and makes her way inside the house. Suddenly, the structure is ripped apart by a violent blast. Frank travels to Utah when he is informed of the explosion. The little girl died in the blast, but the female victim managed to survive. Frank and Emma discover a trap door that leads to an underground shelter. Inside is an array of survival supplies, along with two hermetically sealed transport caskets, one for an adult and one for a child. 

Frank returns to the FBI Academy. He tells McClaren that victims of the viral outbreak (the same outbreak that killed Catherine) are inside the caskets. McClaren fails to see how the outbreak, the plane crash and the house explosion are connected. Nonetheless, bio-suited FBI agents unseal the caskets. To Frank's disappointment, they are empty. McClaren instructs Frank to return home. Frank receives a surprise visit from Emma. She believes that the female victim of the house explosion has the answers they've been looking for. The pair travel to the hospital. There, Frank questions the woman, Mary, about the explosion and the incident aboard the plane. She explains that her sisters, and their children, were the real targets of the outbreak. Mary gives Frank and Emma the name of the location where the last living child can be found. 

Emma and Frank travel to a rural farmhouse. But moments before they arrive, a woman who resembles the stewardess drives off with a two-year-old girl strapped into the car seat. Emma and Frank spot the pair and give chase. As the woman drives onto a bridge, another vehicle begins to pass her. A truck driver in the opposite lane slams on his brakes, and the rig begins to jackknife. The woman panics and loses control of the car. It comes to rest on the edge of the bridge, where it dangles precariously. Frank attempts to save the woman and the little girl. But the woman insists that the girl not be touched. She raises her hands off the steering wheel, and the car plunges over the side of the bridge. Frank then notices three men near the end of the bridge, observing from afar. Frank runs towards the men, but they enter their car and drive off. 




- Frank and Emma inspect the wreckage

- Frank and Emma question Mary

- Emma Hollis surveys the crash site

- Frank and Assistant Director McClaren

- Frank observes crash related evidence

- Frank and Emma consider the details

- Frank and Emma discuss the case


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Media Review: "If Brimstone could use more complex plots to bolster its stylishness, the current version of Millennium needs exactly the opposite... The season premiere was a dull workhorse that labored to unsort everything that had gone on during last season's enjoyable but often-incoherent flurry of mysticoapocalyptic boogie-woogie. But subsequent episodes have been better — the most consistently good run of Millenniums, in fact, ever." —Ken Tucker, Entertainment Weekly


Trivia:  Once again, Millennium's creative team and its approach to storytelling shifted with the start of a new season. Writer/producers Glen Morgan and James Wong departed at the close of the show's second season. In the third season of the series, longtime Millennium writer/producer Chip Johannessen advanced to the level of executive producer along with Michael Duggan, who had previously worked on shows such as Law & Order, Earth 2, and C-16: FBI. Series creator Chris Carter, who had remained uninvolved with Millennium throughout the second year as he focused on The X-Files, vowed to take on a more hands-on approach to the show's continuing development.


The dramatic, apocalyptic conclusion of the second season finale proved a challenge for the show's staff once the series was renewed by the Fox network for a third season. Among those decisions to be made were choices concerning Lance Henriksen's co-star on the series, the location of the show's stories, and the format of each new episode. Chris Carter explained the chosen approach by stating, "The show has grown and in the second season there were some new directions taken, but with the death of Catherine we were forced to find a new and credible way to tell our stories. So, we brought in Klea Scott, changed the location to Washington D.C. and sent Frank Black back to the FBI. This gave the show the 'franchise' I'd avoided originally, so in approach it's true to its roots but it must also be true to the realities of the characters' lives."


Carter notes that actress Klea Scott, who assumes the starring role of Special Agent Emma Hollis in this episode, was chosen because of her ability to bring desirable qualities to the role, specifically "her poise, her acting ability, her believability in the role of FBI agent... [Klea] could portray a woman who would work well as a student of Frank Black's without making it seem like an obvious opportunity to create any sexual tension. We wanted to avoid the criticism that we were stealing from The X-Files."


New executive producer Chip Johannessen, commenting on the show's shifting direction, revealed that he understood it was important for the series to grow but noted that he didn't entirely agree with all that was done to change the show during its second year. "I think it was good to open the show up a little in terms of its tone," Johannessen said. "To my taste, some of the stuff became much more adolescent, and it changed the center of gravity a little bit, but it did open up the show."


Former executive producers Glen Morgan and James Wong admit to not paying much attention to Millennium after leaving the show's staff. On the creative direction of the third season Morgan commented, "I would have stuck with the 'we're hurling towards the year 2000' idea. It was the only show on TV dealing with that, and I don't understand why they got away from it. You know, when I did that second year there was so much material about that, we didn't even scratch the surface." Asked what he thought of the show's third season, Wong commented, "I didn't watch any episodes, basically. So, maybe in a way that's telling you what I think of it."


The third season premiere brought with it an updated and altered variant of the show's opening credits sequence. The show's tagline was changed from "this is who we are, the time is near" to "wait, worry, the time is near," a number of new images were added to the sequence, and Klea Scott's name and face took the place Megan Gallagher's. Millennium's opening titles changed with every new season.


Lance Henriksen and Klea Scott recorded an audio commentary to accompany this episode for Fox Home Entertainment's DVD release of Millennium: The Complete Third Season.


Death Toll:  26+


Title:  The episode's title references those that the gifted clones of this two-part episode are striving to protect from the sinister intent of the Millennium Group: their children. The episode shares its title with the 1961 film The Innocents, a horror movie remembered as one of the great haunted house house stories, based on Henry James' classic novel The Turn of the Screw.



Lance Henriksen as Frank Black

Brittany Tiplady as Jordan Black

Klea Scott as Emma Hollis

Peter Outerbridge as Barry Baldwin

Stephen E. Miller as Andy McClaren


Guest Starring:

Maxine Miller as Justine Miller

Ken Pogue as Tom Miller

Katy Boyer as the Attendant Woman

Doris Chillcott as the Elderly Woman

Garvin Cross as the Truck Driver

Frances Flanagan as the Nurse

Barry W. Levy as Passenger

Garry Nairn as NTSB Investigator

Francoise Yip as Stewardess #2

Production Credits:

Production #6C01

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

Executive Producer Michael Duggan

Executive Producer Chris Carter