Written by Chip Johannessen

Directed by Ralph Hemecker

Edited by James Coblentz

Aired October 9, 1998

Summary: Frank Black and Emma Hollis follow a trail of assassination leading to an extraordinarily gifted psychic who is on the run from the murderous Millennium Group.


  Season Three on DVD


Synopsis:  As seen in the previous episode, Frank and Emma observe as rescue workers extract the bodies of a woman and a little girl from wreckage beneath a bridge. Meanwhile, at the hospital, Mary lapses into a seizure. Doctors and interns rush to her aid, and watch as an EEG machine fluctuates wildly. The woman returns to a normal state, easing the doctor's fears. But unknown to anyone inside the hospital room, one of male nurses is actually a man named Mabius, one of the men Frank observed on the bridge. 

Back at Quantico, Baldwin briefs his task force. He announces that the airliner was sabotaged by a group of people, not by a lone flight attendant. He adds that the group is connected to the viral outbreak that killed seventy people (including Catherine). But Frank believes the group is not comprised of terrorists. Rather, he believes that the women, and their daughters, are being annihilated for reasons unknown. When Peter Watts steps forward, Frank accuses the Millennium Group of orchestrating his wife's death. 

When Emma enters the hospital, she discovers Mary's unconscious body on the floor of her room. Emma tries resuscitation, but her efforts fail. Sensing foul play, Emma reviews the hospital's security tapes. She discovers that Mabius injected something into Mary's IV drip and then fled the building. While searching the room for clues, Emma comes upon a digital clock displaying the time "5:12." This piques her interest, as the electrical power was cut a few minutes after four o'clock. 

Emma discovers that document cinders found inside the demolished house were pieces of Freedom of Information requests made five years earlier. The documents made mention of a government project called Grillflame. Frank recognizes the name as a CIA project run through the Stanton Research Institute. Emma travels to the university, where she meets with Dr. Coty. He explains that Grillflame was a government project that employed "psychic spies." The spies-who were identified by numbers instead of names-possessed the ability to project themselves into other environs, allowing them access to other nation's secrets. One of the psychics, Coty recalls, possessed amazing powers that allowed her to see into the future. Emma correctly guesses that the woman was known by the number "512." Later, a forensics doctor confirms that all four of the dead women, who all appear to be the same age, were half-sisters. 

Emma and Frank review videotape footage made in 1972 of "512" (who is actually the Elderly Woman) as she projected herself psychically. When this footage is compared with the security tape from the hospital, Frank realizes that Mary did not lapse into a seizure shortly before her death. Rather, she had been in the process of psychically projecting herself for reasons unknown. Frank realizes that a little girl who had been listed on the downed airliner's passenger manifest was not aboard the plane. The crash, he concludes, was part of a smokescreen concocted by the women to save the little girl from the Millennium Group. 

By closely studying the hospital security tape, and piecing together the words Mary uttered during her psychic projection, Emma pinpoints the location where the Elderly Woman is hiding. That location is a missile silo in Virginia. The pair travel to the silo, where Frank locates the Elderly Woman, and Emma locates another of the Sisters. 

Frank and the Elderly Woman board an elevator and make their way up the silo shaft. But their progress is halted when Mabius sabotages the elevator's electrical control box. Frank forces open the elevator doors and attempts to climb out. But the elevator suddenly springs to life, pinning him between the elevator and the floor above. Frank screams as he is nearly severed in two. Suddenly, the elevator rises, releasing Frank. The Eldery Woman tells him that the Millennium Group wants the world to end. She then takes Frank's hand. He is suddenly struck by a series of internal images, including one of Jordan standing on a staircase holding a large paper butterfly. 

Frank regroups with Emma and the Sister. The Elderly Woman, however, is gone. Later, the Sister signs a lengthy confession, admitting that she participated in a conspiracy to down the airliner. After reading the confession, Emma tells Frank that it is one very large lie, as no mention is made of Grillflame, the Elderly Woman, or the Millennium Group. 

Frank purchases a paper butterfly for Jordan. Later, he sees his daughter standing on the staircase, butterfly in hand, the future realized. 

At an airport, the Elderly Woman and the little girl pass through a security checkpoint. The Elderly Woman's key ring sets off the metal detector a ring comprised of a metal hieroglyph of an eye. The little girl takes the Elderly Woman's hand and the pair embark on their journey.



- Emma shares her findings with Frank

- Frank Black considers a stray butterfly

- Baldwin shows a slide presentation

- Frank Black and Emma Hollis, partners

- The Millennium Group's Peter Watts

- A solemn Agent Emma Hollis

- Frank and Emma check computer records


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Media Review:  "New executive producers Michael Duggan and Chip Johannessen have given Black and Hollis a fine new institutional foe, the creepily supercilious Critical Incident Response Unit Agent Baldwin, and there's a healthy effort being made to connect Black — a character too often prone to drift into serial-killer cuckoo land — to the real world." —Ken Tucker, Entertainment Weekly

"The executive producer of The X-Files created this maddeningly enigmatic crime series, which has grown more pretentious and less coherent with each new installment. What began in '96 as a dank, depressing yet authentically atmospheric serial-killer-of-the week thriller turned a lot murkier last season... This season, consulting for the FBI and mentoring a young agent, Frank now looks as blank and confused as the audience — when he's not raving like a lunatic about the sinister Millennium Group. Quick, somebody get a butterfly net." —Mike Lipton, People

Trivia:  The two-part third season premiere introduced Peter Outerbridge in the supporting role of Special Agent Barry Baldwin. Outerbridge had previously appeared in a recurring role on the offbeat police drama The Commish, a series that had also featured the work of Millennium writers Glen Morgan and James Wong.


Stephen E. Miller also joined the show's cast in "The Innocents" and "Exegesis," appearing for the first time as Assistant Director Andy McClaren. These episodes do not represent Miller's first Millennium appearance, however. The actor appeared in the very first episode of Millennium as Seattle Detective Roger Kamm. The actor had also appeared multiple times in various guest roles on The X-Files. Both Baldwin and McClaren would appear throughout the third season, growing to become integral to the show's ongoing plot and mythology.


Writer and executive producer Chip Johannessen commented that an attempt was being made in the show's third season to depict the criminal investigations of the show's stories with pride and realism, a reaction to unfavorable media depictions of government and law enforcement at the time. "While the news is filled with stories about Clinton with his pants down around his ankles, we're writing stories that show the government doing its job — getting at truth and some amount of justice. There'll be a lot of personal stories to tell, too. Jordan will be acting out over the death of her mother. But, mostly, it'll be about Frank and Klea's characters dealing with spectacular crimes."


"Exegesis," taking place eight months following the events that closed season two, reveals that the character of Peter Watts has undergone an unfortunate transformation. Watts and the Millennium Group, previously serving as enigmatic allies for Frank Black, would operate as villains throughout the third season. Many fans of Millennium, forced to adjust to numerous changes in the series, found it particularly difficult to accept the shift in this beloved character.


Death Toll:  0


Title:  Exegesis is the act of exposition or explanation, especially a critical interpretation of a text or portion of Scripture. In this episode, Frank struggles to explain or interpret the facts before him and the symbolic visions he receives while talking with 512.



Lance Henriksen as Frank Black

Brittany Tiplady as Jordan Black

Terry O'Quinn as Peter Watts

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

Bob Wilde as Mabius

Ted Cole as Dr. Thomas

Tim Dixon as the Coroner

Frances Flanagan as the Nurse

Demetri Goritsas as Agent Dixon

Barry W. Levy as Millennium Group Member

William Richert as Tom Cody

Averie Maddox as Fair-Haired Deena

Production Credits:

Production #6C02

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