"Beware of the Dog"


Written by Glen Morgan & James Wong

Directed by Allen Coulter

Edited by George R. Potter

Aired September 26, 1997

Summary:  Frank travels to Bucksnort, a small backwater town where residents fear for their lives outdoors after the sun goes down, when packs of blood-thirsty dogs roam the streets. Here he discovers that the Millennium Group and its members may be stranger than commonly thought and he experiences firsthand the balance the universe maintains between good and evil.


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Synopsis:  A retired couple driving along a country highway pull their R.V. over to the side of a road outside of a town so small it's not on their map. As they begin to turn in for the night a pack of dogs invades their motor home and kills them. 

Peter Watts attempts to contact Frank regarding the attack as Frank is taking Jordan home to Catherine. Ignoring his pages, Frank and Catherine discuss their living arrangements. Catherine has decided to take Jordan and live with a friend and since Frank is already living in an apartment by himself, they discuss selling the house and the implication of that action. 

Watts finally reaches Frank after he's returned to his home, and urges him to take the case. Frank dismisses the deaths as the result of a wild animal attack. Cryptically, Watts insists Frank investigate further, "It's time you go there Frank." 

Frank arrives in "Bucksnort" and, looking for a hotel, enters the adjacent diner. There he encounters some local townspeople who mistake him for their new sheriff and warn him to return before dark. Sticking out from the rest of the locals is Michael Beebe who later explains his recent relocation to the area as an attempt to escape the crime-ridden streets of Los Angeles. Thinking that he is the new sheriff, Michael asks Frank to investigate his elderly neighbor, whom he believes is connected to the attack. 

Instead, Frank inspects the crime scene at the R.V. Just as the sun dips below the horizon, he notices a pack of five dogs descending from a nearby hill. Frank returns to the hotel, and discovers he has been locked out and those inside ignore his pleas for assistance. As he searches for shelter the dogs ferociously attack. Frank fights his way to his car and heads for a small hospital, hitting and killing one of the dogs in the process. Despite Frank's frantic pleas that he has been injured, he is again ignored by those inside the hospital. An elderly man stops his truck and retrieves the dead dog. The other dogs trot away, following the vehicle. 

After he passes out, the townspeople finally help Frank into the hospital. Believing he is unconscious they discuss the town "situation" and its recent disturbances. Frank however is conscious and begins to think that there are greater forces than wild dogs at work in Bucksnort. 

Early the next day Frank makes his way through a forest and comes upon several obelisks near an embankment. As Frank pauses, Michael Beebe emerges from nearby bushes. Almost simultaneously, dogs appear on the embankment ridge. The same old man appears and Frank asks him to call off his animals. The old man laughs "They're not my dogs." But the animals leave the area nonetheless. As Frank looks down to the obelisk he picked up as a defense he notices that it is etched with the ouroboros-the symbol of the Millennium Group. 

Confused by the apparent graveyard, Frank searches out the Old Man in his shack. They speak of the Millennium Group, the history and meaning of the ouroboros and most importantly the Millennial event. The men walk to a nearby clearing where the Old Man encourages Frank to approach the growling dogs who have gathered. As he complies, Frank is struck by several internal images: his wife, Jordan, his home, etc. Frank eyes the dogs, the incarnation of evil, and stands his ground. The animals back away. Frank has passed the test. 

The Old Man explains that the equilibrium between good and evil has grown increasingly out of balance with the approach of the Millennium. Frank realizes the dogs started attacking after Beebe constructed his home on previously protected property, upsetting the delicate balance. The Old Man states that the "crime" Beebe ran away from in the city is not evil-but the fear that kept him trapped inside his home, inside his tiny world, is the evil. 

Afraid that the dogs will kill Michael Beebe, Frank tells him that he must move out of his house. Beebe balks at the idea. As he asks Frank to leave they discover the dogs have surrounded the house. The Old Man enters and insisting it's the only way, sets fire to the dwelling, burning it to the ground. 

Back at his yellow house, Frank removes a "For Sale" sign from the lawn, telling Catherine that they can't give up on the idea of the house and that they'll move back "when it's a home again."



- Frank faces off against a devilish dog

- Frank first meets the mysterious Old Man

- The dogs observe the Old Man's boundary

- The Millennium Group's leading Old Man

- Frank holds back the dogs using a pallet

- The Old Man shares his wisdom

- Frank finds a dog waiting atop his car

- Frank faces the dog atop his car

- Frank considers the bizarre facts at hand


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Abyss Rating:  (3/5)


Trivia:  This episode revealed to viewers that executive producers Glen Morgan and James Wong intended to elaborate upon the mysterious, ancient origins of the Millennium Group. In an interview published weeks before the second season began Wong explained, "We're going to say it's a group that began two thousand years ago, when Christianity was a series of underground cults or sects.  Once one of them was embraced by the Romans, the Millennium Group went underground and has become recorders of events. And when these events seem to indicate that something's about to happen and it's going on now, they take action."


"Beware of the Dog" also introduces R.G. Armstrong in the role of the Millennium Group's leading Old Man. Armstrong has had a long and illustrious history in television and film, appearing in movies from Predator to Dick Tracy and in such television shows as Alfred Hitchcock Presents, The Twilight Zone, Gunsmoke, and L.A. Law. The actor has been a longtime favorite of Glen Morgan. He would go on to appear twice more on Millennium in the role of the Old Man.


A significant influence on Morgan and Wong's mythology decisions throughout the second season were the symbols that Chris Carter had established at the show's start. Frank Black's loss of the yellow house, for instance, was created to continue the character's development. "What really appealed to me was that Chris had said that he had made the show because of the Black's yellow house," Glen Morgan has said. "This year was an opportunity to make a hero-myth of the story; take the house away from Frank, have him go through the dark forest, and get back to the yellow house."


Guest star Randy Stone, who portrays the irritating Michael Bebe, was the casting director at 20th Century Fox Television responsible for casting both The X-Files and Millennium. As an actor, Morgan and Wong prompted him to appear in Space: Above and Beyond and The Others in addition to  Millennium.


This episode introduced viewers to Frank Black's penchant for the music of singer Bobby Darin. On the musical choice Glen Morgan commented, "Lance doesn't quite understand, but it actually makes some upcoming scenes creepy."


Death Toll:  2


Title:  That traditional sign warning of threatening canines, "Beware of the Dog," takes on new levels of severity in the town of Bucksnort. The phrase, originally the Latin Cave Canem, was not an uncommon inscription on Roman homes and has been utilized ever since.



"Close to You" by the Carpenters

"As Long as I'm Singing" by Bobby Darin



Lance Henriksen as Frank Black

Megan Gallagher as Catherine Black

Brittany Tiplady as Jordan Black

Terry O'Quinn as Peter Watts


Guest Starring:
Randy Stone as Michael Beebe
R.G. Armstrong as the Old Man
Brent Butt as the Short Order Cook

Ralph Alderman as Nate
Anita Wittenberg as Cora
Arnie Walters as Paul Lombardo
Margaret Martin as Mary Ann Lombardo


Production Credits:

Production #5C02

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