3-1       The Innocents

02/10/1998

Katy Boyer as Attendant Woman

Maxine Miller as Justine Miller

Stephen E. Miller as Andy McClaren

Peter Outerbridge as Special Agent Barry Baldwin

Ken Pogue as Tom Miller

Averie Maddox as Fair-Haired Deena

Françoise Yip as Stewardess #2

The Marburg virus has apparantly run its course. Several months after the death of his wife and a nervous breakdown, Frank rejoins the FBI and investigates a plane crash with a new partner.

3-2       Exegesis

09/10/1998

Katy Boyer as The Attendant Woman

Maxine Miller as Justine Miller

Stephen E. Miller as Andy McClaren

Peter Outerbridge as Special Agent Barry Baldwin

Ken Pogue as Tom Miller

Terry O'Quinn as Peter Watts

Averie Maddox as Fair-Haired Deena

Frank and Emma investigate a family of identical women who are apparantly being killed off.  The title of this episode, "Exegesis", comes from the Greek 'to lead out'. It is an extensive and critical interpretation of any text, especially of a holy scripture.

3-3       TEOTWAWKI

16/10/1998

Peter Outerbridge as Special Agent Barry Baldwin

Stephen E. Miller as Andy McClaren

Robert Wisden as Chris Carmody

Stephen J. Lang as Det. Bob Geibelhouse

Eric Keenleyside as Gary King

Laurie Murdoch as Jock Hauser

Andrew Johnston as Principal Kalmer

Michelle Skalnik as Kathy McNew

Frank and Emma investigate a survivalist group worried about the Y2K bug.  The title of this episode "TEOTWAWKI" is an acronym for "The End Of The World As We Know It."

3-4       Closure

23/10/1998

Garret Dillahunt as Rick Van Horn

Shelley Owens as Joni

Michael Sunczyk as Peter

Emma is haunted by memories of the death of sister while she and Frank hunt a spree killer.  This episode was inspired in part by the famous LAPD shootout that took place outside of North Hollywood's Bank of America on February 28, 1997. During this shootout, several heavily armed bank robbers wearing full body armor attacked police after a failed robbery attempt.

3-5       ...Thirteen Years Later

30/10/1998

Kate Luyben as Eva O'Malley/Marta Danbury

Jim Pirri as Rowdy Beeman

Donnelly Rhodes as Sheriff Fritz Neuenschwander

Matthew Walker as Sir Douglas Lotham

Jeff Yagher as Mark Bianco

Kiss as Themselves

Frank and Emma investigate murders on the set of a movie based on one of Frank's former cases.  Features the song "Psycho Circus" by KISS. Each of the four KISS-members have an individual cameo during the course of the episode. Simmons appears as Hector Leachman, Stanley as director Lew Carroll, and Criss and Frehley as unnamed police officers.  The quote that begins the episode is credited to Reverend M. Goodman. Goodman was one of the censors working on the show's third season who often gave the series great leeway when it came to presenting the gore, violence, and sexuality inherent to the show's stories.

3-6       Skull and Bones

06/11/1998

Terry O'Quinn as Peter Watts

Arye Gross as Ed

Stephen E. Miller as Andy McClaren

CCH Pounder as Cheryl Andrews

Peter Outerbridge as Special Agent Barry Baldwin

Frank and Emma investigate a mass grave that may have links to the Millennium Group.  Features the song "Love Hurts" by Nazareth. Director of Photography Robert McLachlan was nominated for Outstanding Achievement in Cinematography in a Regular Series by the American Society of Cinematographers for this particular episode.

3-7       Through a Glass, Darkly

13/11/1998

Scott Sowers as Randie Jarret

Tom McCleister as Max Brunell

Karin Konoval as Dr. Angela Horvath

Paul Jarrett as Sam Petersen

William MacDonald as Sheriff Paul Dietz

The disappearance of a child leads a town to accuse a recently released sex offender who may or may not be guilty. Frank and Emma arrive to determine the truth.  The episode's title is taken from 1 Corinthians 13: "When I was a child, I spoke as a child, I understood as a child, I thought as a child: but when I became a man, I put away childish things. For now we see through a glass darkly; but then face to face. Now I know in part; but then shall I know even as also I am known. And now abideth faith, hope, charity, these three; but the greatest of these is charity." The biblical passage references man's knowledge of God, expressing the idea that mortal man can know only an obscured reflection of God and that in paradise the two can at last be brought face to face.

3-8       Human Essence

11/12/1998

Jorgito Vargas as The Young Dealer

Samaria Graham as Tamra Caffrey

Karin Konoval as Dr. Angela Horvath

Stephen E. Miller as Andy McClaren

Peter Outerbridge as Special Agent Barry Baldwin

Emma tries to help her drug addicted sister and learns that local addicts are exhibiting strange mutations linked to tainted heroin.

3-9       Omerta

18/12/1998

Keegan Connor Tracy as Lhasa

Jon Polito as Eddie Scarpino Giannini

Michelle Beauchamp as Rose

R. Nelson Brown as Alryan

James DiStefano as Boney Nerone

Annabel Kershaw as Carol

Bob Morrisey as Earl Parker Keegan

Connor Tracy as Lhasa

Tom McBeath as Jonathan Polgreen

On Christmas, Frank and Jordan go one vacation in Vermont. Unexpectly, they get involved with a suposedly dead Mafia hitman who appears to be living in the woods with a number of mysterious women.  The title of this episode "Omerta" refers to the code of silence and one of the most important vows taken when being sworn into the Mafia. Violation of Omerta is punishable by death. The typcal white screen accompanied by the "boom-boom" sound that normally follows every commercial break, is replaced by a christmas postcard and the ringing of christmas bells.

3-10     Borrowed Time

15/01/1999

Colin Murdock as The Business Man

Eric Mabius as Samiel

Amanda Tapping as Dr. Cantor

Frank and Emma investigate a number of apparent drownings that occurred on dry land.  Brittany Tiplady was nominated for a Young Artist Award in the category Best Performance in a Television Drama Series: Young Actress.

3-11     Collateral Damage

22/01/1999

Jacinda Barrett as Taylor Watts

Terry O'Quinn as Peter Watts

James Marsters as Eric Swan

Stephen E. Miller as Andy McClaren

Terry David Mulligan as Dr. Harvey

Art Bell as Himself

Peter's daughter is kidnapped by a Gulf War veteran who hopes to force the Millennium Group into admitting their crimes. Frank and Emma attempt to help, but Peter seems determined not to betray the secrets of the Group.

3-12     The Sound of Snow

05/02/1999

Megan Gallagher as Catherine Black

Stephen J. Lang as Det. Bob Geibelhouse

Jessica Tuck as Alice Severin

Frank recieves a mysterious cassette tape filled with white noise and a visit from beyond the grave.  Features the song "The Dark End of the Street" by James Carr. The episode's title acts, undoubtedly, as a nod to Millennium musician Mark Snow.

3-13     Antipas

12/02/1999

Sarah Jane Redmond as Lucy Butler

Jay Brazeau as Selwyn Wassenaar

Art Hindle as John Saxum

Susan Hogan as Una Saxum

Stephen E. Miller as Andy McClaren

Rachel Victoria as Divina Saxum

Lucy Butler returns to torment Frank. This times she is a nanny for a powerful Wisconsin politician.  The title "Antipas" refers to a biblical term which means 'against all' and is a contraction of the term Antipapas, literally 'against the pope' or 'opposed to the holy father'. The episode's title also links Lucy Butler's activities to Herod Antipas, the frivolous and vain prince known for many infamous crimes who faced Jesus Christ before his crucifixion.

3-14     Matryoshka

19/02/1999

Barbara Bain as Lilly Unser

Wally Dalton as Michael Lanyard

Dean Winters as Young Michael Lanyard

Marie Stillin as Natalie

Matthew Walker as Group Elder

Peter Outerbridge as Special Agent Barry Baldwin

Mark Houghton as Dr. Alexander

Peter Hanlon as Clyde Tolson

David Fredericks as Hoover

Terry O'Quinn as Peter Watts

Frank and Emma investigate the suicide of a former FBI agent and discover links between the FBI, the Millennium Group, and the Los Alamos nuclear research center.  Features the song "Till Then" by the Mills Brothers. The episode title "Matryoshka" refers to the Russian art of nesting dolls where a single doll holds within it another smaller doll, which in turn holds within it another smaller doll, which holds within it another smaller doll, etc.  For his work on this episode Director of Photography Robert McLachlan earned his third consecutive Canadian Society of Cinematographers Award and his third American Society of Cinematographers Award nomination.

3-15     Forcing the End

19/03/1999

Juliet Landau as Jeanie Bronstein

Terry O'Quinn as Peter Watts

Andreas Katsulas as Moses Gourevitch

Stephen E. Miller as Andy McClaren

Shae Popovich as Rachel Levinson

Peter Wilds as Daniel Bronstein

A fundamentalist Jewish sect abducts a pregnant woman hoping to raise a pure child for the priesthood and force the coming of the Messiah.

3-16     Saturn Dreaming of Mercury

09/04/1999

Michael Bofshever as Will Sanderson

Dillon Moen as Lucas Sanderson

Jane Perry as Principal Esther Hawes

Sarah Jane Redmond as Lucy Butler

Colleen Winton as Jean Sanderson

Gabrielle Rose as Judy Scranton

When a new family moves into town, Jordan is filled with the uneasy knowledge that the devil is near.

3-17     Darwin's Eye

16/04/1999

Tracy Middendorf as Cass Doyle

John Beasley as James Edward Hollis

Kevin McNulty as Dr. Arnett

Peter Outerbridge as Special Agent Barry Baldwin

Peter Simmons as Joe Doherty

Frank and Emma attempt to locate a girl who escapes from a mental institution while Emma's father grows ill.  Features the song "Trimm Trabb" by Blur.

3-18     Bardo Thodol

23/04/1999

Terry O'Quinn as Peter Watts

Tzi Ma as Dr. Takashi

Stephen E. Miller as Andy McClaren

James Hong as Monk

Emma and Frank investigate the mysterious biological research conducted by a former Millennium Group member who is dying from a mysterious disease.  The title of this episode "Bardo Thodol" apparently refers to the Tibetan Book of the Dead called Bardo Thodol or Bardo Thotrol. Translated, Bardo Thodol means "liberation by hearing on the after death plane". The book supposedly acts as a guide for the dead during the state between death and the next rebirth. Features the song "Prayer" by Huun-Huur-Tu.

3-19     Seven and One

30/04/1999

Ken Pogue as Tom Miller

Dean Norris as Del Boxer

Stephen E. Miller as Andy McClaren

Maxine Miller as Justine Miller

Frank recieves a series of Polaroid photographs showing the face of a drowning victim. The face is his own.  This episode features the song "Everybody as Backstreet's Back" by the Backstreet Boys.

3-20     Nostalgia

07/05/1999

Ted Marcoux as Jerry Neilson

David Barrera as Sheriff Tommy Briggs

Linnea Sharples as Alicia's Mom

Frank and Emma investigate a murder in a small town where Emma spent part of her youth.  Features the song "A Perfect Day Elise" by PJ Harvey.

3-21     Via Dolorosa

14/05/1999

Kevin McNulty as Dr. Arnett

Peter Outerbridge as Special Agent Barry Baldwin

Jeff Parise as Lucas Wayne Barr

Frank investigates a series of murders that replicate a serial killer case from his past while Emma moves closer to the Millennium Group.  The title of this episode "Via Dolorosa" means the Way of Sorrows. It is used to refer to the Stations of the Cross as also called the Way of the Cross or Via Crucis, a series of pictures or tableaux representing 14 scenes in the Passion of Christ.

3-22     Goodbye to All That

21/05/1999

Terry O'Quinn as Peter Watts

John Beasley as James Edward Hollis

Jade Malle as Cheryl Kellough

Peter Outerbridge as Special Agent Barry Baldwin

Stephen E. Miller as Andy McClaren

Kevin McNulty as Dr. Arnett

Jeff Parise as Lucas Wayne Barr

Frank is held responsible for a man's death while Emma joins with the Millennium Group.