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William Millyon, aka "Willie the Fifth", was an underworld figure who operated in Dick Tracy's city. He operated the criminal activity in the city that previously been overseen by Mr. Crime and Odds Zonn.

Millyon owned a bar which included living quarters in the basement and a secret room from which Fifth conducted his criminal business. He was a physically imposing man who often smoked cigars. He typically wore a wide-brimmed fedora which covered his eyes, and a necktie with a number 5 on it.

Willie the Fifth's nickname was derived from his use of the legal tactic of employing the Fifth Amendment, which gives Americans the right to refuse to speak if they believe that their response might tend to incriminate themselves. Fifth had the habit of saying "I refuse to answer" even when asked a harmless question. Fifth claimed to have learned this tactic from Flyface, his "legal advisor".

Vendetta Against Lizz[]

Willie the Fifth watched the episode of the television program "What's My Job?", hosted by Matty Munkie, in which the policewoman Lizz was interviewed. Lizz had killed Fifth's brother Halffa Millyon during the Rhodent case, and Fifth was determined to get revenge.

After Lizz publicly embarrassed Munkie, Munkie went to Fifth's bar to get drunk. Fifth recruited Munkie in his revenge scheme, threatening Munkie's family in order to ensure the television host's cooperation. Fifth had Munkie lure Lizz to the bar, where she was captured and placed in a rooftop spyglass deathtrap. Lizz was freed by Dick Tracy. Fifth, Flyface, and Fifth's assistant Olive Tomate all fled, and Munkie reconciled with Lizz.

Hiding Out[]


While Fifth and his gang were in hiding, Olive repeatedly complained about Flyface's poor hygiene and the flies that it attracted. Fifth attempted to calm relations between his two associates, but was not successful. Flyface contacted his mother and went to spend a holiday dinner with her. Flyface's absence aggravated Fifth, who depended on his legal advice, and was embarrassed by his subordinate's absence at gang meetings. Angry, Fifth sent two of his men to recover Flyface. One of them was successful, but the other was captured and taken into police custody.

Reunited with Flyface, Fifth forgot his earlier anger and welcomed his legal advisor back into the gang. However, Fifth's captured henchman had inadvertently given away the location of their hideout, and they were raided by the police. Fifth attempted a brief stand-off, during which he was apparently willing to abandon his comrades, but he was eventually taken into custody with the rest of them.

Capture and Escape[]

Fifth and Flyface were place into adjoining holding cells, where Flyface demanded access to his legal books. The two men then staged a daring escape by setting fire to Flyface's books, which had been soaked in a chemical that produced a noxious fume when burned. Fifth and Flyface pretended to be overcome by the fumes, and were taken into an open area of the jail. They had secretly used nose plugs and were able to escape. They then fled to another of Fifth's secret apartments.

Fifth and Flyface were soon approached by Haku Kou, a Hawaiian police officer who was working undercover. Haku Kou had posed as a criminal in an attempt to get close to Willie the Fifth, who had killed 2 men in Hawaii in 1956. Haku Kou offered to transport Fifth and Flyface to Hawaii, where they could hide until Dick Tracy and the police were no longer looking for them.

Flight to Hawaii[]


Fifth and Flyface traveled with Haku Kou to Hawaii, unaware that Dick Tracy was tracking their movements. Tracy had arranged with the police in Hawaii to have the fugitives taken into custody as soon as they arrived, and Tracy himself traveled to Hawaii to make the arrest. However, Haku Kou's plane was forced to land on a smaller island, and Fifth and Flyface parted ways with Haku Kou, disguising themselves as locals until they could journey to the larger island.

Tracy was able to track the men down, but before they could be arrested, an offshore earthquake caused a tidal wave that affected the small island. Fifth and Flyface were fleeing police on foot along the coastline when they were swept up in a large wave. The two men were presumed drowned (May 3rd, 1960), though their bodies were not recovered. Tracy was soon drawn into a new case.

The Return of Willie the Fifth[]


Many years later, Tracy was surprised to read a newspaper advertisement stating that Willie the Fifth would be speaking at a nearby political rally. Tracy questioned Fifth and Flyface, who revealed that they had survived the tidal wave and had been recruited to perform undercover work for the FBI. Tracy approached his friend Jim Trailer, who confirmed the claim, but could not go into detail due to matters of national security. Fifth and Flyface had been granted immunity for their previous crimes and were free to go about their lives.

Willie the Fifth wished to return to his exciting life of crime, and contacted the criminal informant Pouch about any possible capers. Pouch put Fifth in touch with Ed Garcia, who was planning to steal an experimental weapon called "Thor's Hammer" from Diet Smith Industries. Fifth and Gracia were successful in stealing the device, though Flyface denounced the act. Flyface, not wanting to return to a life of crime, announced his intention to sever his relationship with Willie the Fifth and prepared to leave their hideout. Fifth turned the weapon on his old friend, killing him.


Unbeknownst to Fifth, their hideout had been discovered and was raided by Dick Tracy, Sam Catchem, and Lizz. Fifth and Garcia attempted to turn Thor's Hammer on the detectives, but the weapon backfired and the two men were killed (April 25th, 2011).


  • Willie the Fifth's last name has been alternately presented as "Millyun" and "Millyuns". "Millyon" appeared first in the strip, in reference to his brother Halffa.
  • Some readers have inferred that Willie the Fifth's criminal organization was connected to (or functioned with the approval of) The Apparatus.
  • Willie the Fifth and Flyface have the distinction of being the first of the classic Chester Gould villains to be resurrected by the creative team of Mike Curtis and Joe Staton.
  • In the fictional world of The Midnite Mirror, Willie the Fifth and Flyface were shown to be working in a soup kitchen for the needy.
  • Invoking the Fifth Amendment was a frequent legal tactic used by Mafia members at the time of Willie the Fifth's introduction in the strip. A notable example is Chicago boss Sam Giancana, who repeatedly used the tactic in 1959 when being questioned by the McClellan Committee.