William “The Fifth” Millyuns was an old school criminal and the head of a crime syndicate in the city who became obsessed with killing Lizz Worthington after she killed his brother Halfa at the MacDonald farm. Fifth tried to convince T.V. host Matty Munkie to help him trap Lizz. Matty had recently lost his job when he tried to humiliate the detective on live television. Matty didn’t agree to help until Fifth held his daughter hostage. The trap worked and Lizz was captured, as was Dick Tracy whom his attorney Flyface held separate. The Fifth tried to kill Lizz by setting her under a giant magnifying glass but during the long murder attempt Tracy escaped. Before the cops could corner them, Flyface, the Fifth and his moll Olive Tomate escaped.
In their new hideout, Fifth sent Flyface out to buy some new clothes. Flyface stopped off to visit his family, and angry, the Fifth sent Eddie Berrie and another hood to retrieve him. Flyface came back with the unnamed hood at which time Fifth learned that Eddie had been arrested. The Fifth paid Eddie’s bail and Tracy and Sam followed Eddie to the Fifth’s new hideout. Flyface, Eddie and Olive surrendered and after a brief fight, the Fifth was captured.
Flyface and the Fifth later escaped from jail by starting a fire and disguising themselves as firemen. They ran to one of Fifth’s hideouts where they met Haku Kou, an old acquaintance of the Fifth’s who claimed that he could fly them to Hawaii. After a long flight, Haku took them to an isolated beach where they learned that Haku was with the Honolulu police. Haku’s forces surrounded them and the two were left on the beach until they agreed to surrender. The two refused and Flyface and the Fifth appeared to die when a tidal wave rolled in and crushed them.
In 2011 Willie the Fifth and Flyface reappeared with Fifth speaking at an America for Americans rally. Tracy attended the event and learned Fifth and Flyface had been working anti-terrorism for the FBI in Hawaii. Fifth, however, could not stay away from his criminal roots. When Pouch approached him a stolen prototype beam weapon offered by Ed Garcia, Fifth was more than eager to deal. To sweeten the pot, he crossed paths with Lizz at a tanning salon and took her hostage. Fifth met up with Garcia and Flyface at a storage locker, intending to test the beam weapon on Lizz. Flyface refuses to take part in the murder, so Fifth turned the weapon on his old attorney, killing him in a blinding flash. Tracy arrived just after and fired on Willie, hitting the device and Fifth and Garcia were both killed in the explosion.