Millennium/Beware of the Dog

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Beware of the Dog
Season 2, Episode 2
Airdate September 26, 1997
Production Number 5C02
Written by Glen Morgan &
James Wong
Directed by Allen Coulter
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The Beginning & The End
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Sense and Antisense
MillenniumSeason Two
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Beware of the Dog is the second episode of the second season of Millennium, and the twenty-fourth episode overall.

Starring: 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)

Co-Starring: Brent Butt (Short Order Cook)

Featuring: Ralph Alderman (Nate), Anita Wittenberg (Cora), Arnie Walters (Paul Lombardo), Margaret Martin (Mary Anne Lombardo), Sally Stevens (Radio Singer)

Uncredited: Michael Roberds (Al), Carolyn Tweedle (Mrs. Willingham), Stephen Aberle (Mr. Willingham), Brad Wattum (Mr. Coblenz), Kate Robbins (Mrs. Coblenz), Jim Poyner (Dr. Potter), David Major (Mr. Thompson)


Plot Overview

As his relationship with Catherine is strained, the Millennium Group sends Frank into a small town after a vicious dog attack. Once there, he learns the town is under fear by a pack of dogs. His answers leads him to an old man who knows more about the group.



  • Bucksnort, (unspecified U.S. state)
  • Seattle, Washington

Days Remaining

  • 826


  • The Carpenters - "(They Long To Be) Close To You"
  • Bobby Darin - "As Long as I'm Singing"

Arc Advancement





The Show

  • This is the last episode to feature Benny the dog and is never mentioned after this episode.

Behind the Scenes

Allusions and References

Memorable Moments