Neither Carter nor Henriksen seemed pleased with the direction Millennium had headed, and Wong and Morgan were dumped following after season two. With their departure, the show changed direction again, undoing much of the fine work Morgan and Wong had put into Millennium. The third season, under Carter, Chip Johannessen and Michael Duggan, was the last.

"I would have stuck with the 'We're hurling towards the year 2000' idea," Morgan said. "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."

Wong admits that he had no real interest in Millennium's third season. "I didn't watch any episodes, basically. So maybe in a way that's telling you what I think of it."

With Morgan and Wong out of the picture, Johannessen and Duggan calling the shots, and Carter himself more involved, Millennium's third season went in a new direction entirely. Catherine Black was now dead, Lara Means had gone off the deep end and Peter Watts and the Millennium Group had become Frank's foes. Frank was involved in a legal battle with Catherine's parents over custody of Jordan, and now had relocated to Washington and was now working with the FBI, and had a new partner in Emma Hollis (Klea Scott). Stephen E. Miller and Peter Outerbridge played Assistant Director Andy McClaren and Special Agent Barry Baldwin, respectively.

Season three moved away from Wong and Morgan's supernatural, religious-themed scenario for more down-to-Earth cases and investigations. Although the series still provided some interesting dramatics and the occasional strong episode, Millennium's third season was, on the whole, a huge come down from its second.

Carter's return to Millennium in a full-control mode was something he was eager for, and to turn the show back towards his vision, as opposed to that of Wong and Morgan. "Man, I've worked hard on Millennium this year," he said at the time. "I've written and rewritten several shows. It's not like it was in the first year, but I've certainly paid a lot more attention to it this year than last. There are some really good episodes coming up. Really scary episodes. I took the lessons from the things [Morgan and Wong] did but moved the show in a new direction."

After the shocking, end of the world scenario of 'The End Is Now', the relative normality of Earth at the start of season three seemed a little odd, but Carter and company felt moving it back down from the apocalypse was the best solution. "The world didn't end," said Duggan as the third season prepared to hit the airwaves. "despite what that episode implied, so we're going to pick up the pieces and move on by sending Frank to D.C., and giving him a new work partner and a new life. We want to root the series more firmly. Megan's character is gone, Frank is now a single father who has decided to go back to what he use to do--work with the FBI in D.C. on especially tough cases. He'll get a partner, which will give viewers a fresh set of eyes to see the show through."

Johannessen added that realism was the show was aiming for in the third season. "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 it's 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."

Too many third season shows began strong and ended up falling apart, or simply weren't very good to start with. Even the 2-part wrap up to 'The End Is Now' failed to provide the powerful resolution the story deserved. The low point of the season was '...Thirteen Years Later', a Darin Morgan-ish wannabe comedy in which Frank is involved in a series of murders on the set of a movie, which in turn was inspired by a case he solved years ago. The episode, which featured an appearance by KISS, wasted a few good ideas with flat showbiz satire and lame characters. Another dud was 'Human Essence', which sent Hollis off to investigate apparent mutants created by a deadly drug. Her junkie sister was involved in this potentially interesting show, which ended up being a cop out.

The major problem was that taking Frank from Seattle and placing him back in the DC FBI essentially defeated the show's premise. The yellow house was the central point of the show, and Carter and co took Frank as far from it as possible. We already had the FBI setting in The X-Files. We didn't have to see it again on Millennium. Plus, the new characters of Hollis, Baldwin and McClaren were all rather pale substitutes for Catherine, Lara Means and Giebelhouse. What's worse, Baldwin and McClaren were more caricatures than actual living, breathing people. Baldwin was the pain-in-the-ass agent who never believed anything our hero says, and McClaren was the no-bullshit boss who chews out Frank for his unusual, break-the-rules approach. Those are cop cliches from a thousand other products. Still, I kind of liked the snarky Baldwin anyway, as Outerbridge is an interesting performer, and previously did good work on the underrated Michael Hayes.

Still, Millennium's third season did have some high points: 'Collateral Damage' was a great showcase for Watts, as his daughter is kidnapped by a disgruntled Gulf War vet (played by Buffy's James Marsters), and 'The Sound Of Snow' provided a fine closure for Frank's grief over the death of Catherine. These were terrific episodes, but sadly there weren't enough of such high-quality entries surrounding them. 'Antipas' saw the welcome return of the demonic Lucy Butler, and that episode stood out as the season's most scary.

And one thing the third season did that the first two couldn't pull off was to make young Jordan into a three-dimensional character. The awakening of mental gifts, like Franks, was touched upon in a number of shows, most notably 'Saturn Dreaming Of Mercury'. This was an intriguing development.

The series came to a close with a few major events, such as the murder of agent Baldwin, and the possible death of Watts. Most importantly, Frank leaves the FBI, and takes Jordan away from the violence that surrounded them, and avoiding any more contact with The Millennium Group. But there were still a lot of unresolved threads and elements, such as what actually became of The Group, and how would they be affected by the approaching new century. Ultimately, it was very anti-climatic, and for reason: The final episode, 'Goodbye To All That', had been lensed before Fox had even informed them that show had been cancelled.

According to staff writer Kay Reindl, who has since moved on to the popular (and damn entertaining) Buffy The Vampire Slayer, it was the lack of true leadership of the third season that ultimately doomed the series. "It was a bad year for everyone," said Reindl, who co-written four episodes with partner Erin Maher. "We had an ideal experience with [second season producers] Morgan and Wong. They are terrific teachers and experienced show runners. This year was different. We had a new show runner, Michael Duggan, who didn't work out, and then we ended up scrambling through the rest of the year. Chris Carter was too busy to be as involved as he probably wanted to be. Producing a TV show is tough enough without having upheavals at the beginning of the season."

"During season three, it was very hard to get anything through and when you did, the life was bled out of it," Reindl continued. "It was more of a negative atmosphere: 'We don't want serial killers, angels or secret societies.' It's hard to do that when you don't replace it with anything else. In contrast, we had so many ideas during season two that it was definitely, for us, the more creative season. I also think it was monumentally terrific television and if the series hadn't had the stigma of being dark and a failure, maybe it would have gotten more praise."

Despite Millennium's abrupt but not surprising axing,  Frank Black would make one final appearance in the seventh season X-Files episode, titled, appropriately enough, 'Millennium'. The episode saw heroes Mulder (David Duchovny) and Scully (Gillian Anderson) investigating a grave robbery in the days leading up to New Years Eve, 1999. The suspect turns out to be a member of The Millennium Group, and the agents turn to Frank for help. Frank has now checked himself into a mental hospital, and is still engaged in the custody battle for Jordan. As the new century closes in, the three must prevent the member from raising the dead and beginning the end of the world.

"I felt I owed it to Chris Carter to do the episode," explained Henriksen. "He worked hard on Millennium. The people who didn't work hard were Fox. They didn't promote it enough, otherwise we would still be on the air. We got better ratings than Harsh Realm [Carter's disastrous, short lived sci-fi series] did when it started and Harsh Realm only lasted three episodes. Millennium was getting pretty good ratings, but it just felt like we were dumped."

"When Chris approached me about doing The X-Files, I felt, 'Let's give Millennium its dignity, because Fox certainly didn't.' So we did it. I was happy to do it. It was closure. I don't ever want to do Frank Black again. If we did a feature I would, but he's done as a TV character. And I liked the point of the episode. It's 2000. The ball falls. And we are all still here. Tom Wright directed the episode; he probably did half of the Millennium shows. He's a good friend of mine. David and Gillian were very nice. I was surprised at how much fun we had together. They're very bright. David was very happy to have me on the show. He kept saying to me that he'd do another year if I were on it. I don't think he meant that, but it was a wonderful compliment. It actually felt like doing a Millennium. It was hard work and long hours."

Had there been a fourth season of Millennium, Henriksen would have been back, but with more clout. "I would have said, 'Look, let's clean up our act. Let's get back to what we started out doing. Let's stop pretending I'm a psychic. Frank Black was not a psychic.' The writers started going into that thing, and it was bullshit. All he ever meant to be was a guy who was so intelligent, like a chess player, and experienced. He could unravel things through absolute factual intelligence. That's interesting. Instead of being writers who work at that, they would do fast, quick cuts in they're to solve the narrative problems, and that was a mistake. I never gave up on Frank Black. I was creating a guy I really liked. He had a code of ethics I really respected. I wish I were more like him, but I'm not."