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Millennium Episode Profile of Goodbye To All That

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Quantico, Virginia

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Bethesda, Maryland

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Alexandria, Virginia

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Falls Church, Virginia

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This profile of Goodbye To All That has been viewed 22104 times and was last accessed on Thursday, April 27, 2017, 6:42 PM (BST).

Episode Info


Goodbye To All That

MLM Code:


Production Code:




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Nielsen Rating:


Days remaining:


Episode Music:

Episode Locations:

Quantico, Virginia

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Bethesda, Maryland

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Alexandria, Virginia

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Falls Church, Virginia

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Alternative Episode Titles:

In France, this episode was entitled La Fin d'un Temps which translates into English as The End of a Time. [View all]

In Finland, this episode was entitled Lopun alku, osa 2/2 which translates into English as The beginning of the end, part 2/2. [View all]

In Germany, this episode was entitled Wir sind alle Hirten which translates into English as We Are All Shepherds. [View all]

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Awards Won:

  • Sadly Goodbye To All That didn't win any awards.

Award Nominations:

  • Unfortunately Goodbye To All That didn't receive any award nominations.

#MLM-322 Goodbye To All That

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An image from Millennium: Goodbye To All That.

Episode Summary:

With Frank Black being held responsible for Barry Baldwin’s death at the hands of a Millennium Group assassin, Emma Hollis further distances herself from her former mentor while gaining Millennium Group membership. The Federal Bureau of Investigation dismisses Frank once and for all from its ranks, an act which pulls the Bureau and the Millennium Group closer to each other. Frank, Emma, and Peter engage in angry attacks against each other as the new Ed Cuffle continues to leave a trail of bodies. The battle will end in role reversal for all, an end to things as they once were, and an uncertain future.

Main Crew:

Written by Ken Horton & Chip Johannessen
Directed by Thomas J. Wright
Edited by James Coblentz

Main Cast:

Lance Henriksen as Frank Black
Klea Scott as Special Agent Emma Hollis

Guest Stars:

Peter Outerbridge as Special Agent Barry Baldwin
Stephen E. Miller as Assistant Director Andy McClaren
John Beasley as James Hollis
Jeff Parise as Lucas Francis Barr
Kevin McNulty as Dr. Arnett
Jade Malle as Cheryl Kellough
Terry O'Quinn as Peter Watts

Supporting Cast:

Anthony Harrison as Ken McGreevey
Trevor White as Doug Scaife
Jill Krop as Newscaster
Jessica Schreier as Barbara Watts
Richard Stroh as Paramedic (III)
Frida Betrani as Art Teacher
Michael Tamburi as John Chambers
Clare Lapinskie as Lily Chambers




Seasonal Episode Tagline:

wait... worry... the time is near


Please note that this is the original Fox synopsis and occasionally this may differ from the events that were actually filmed. Please also view the Goodbye To All That episode transcript which has been painstakingly checked for accuracy against the actual episode.

In this continuation of the previous episode... In the aftermath of the apartment explosion, a wounded Barry Baldwin is placed inside an ambulance. It is believed that he will survive. But during the trip to a hospital, a paramedic deliberately presses a piece of shrapnel down into Baldwin’s chest, killing him. When Lucas Barr views a television news report about Baldwin’s death, he contacts an FBI phone number listed on the screen.

A quantity of videotapes is confiscated from Barr’s charred apartment. It is believed that Barr used the tapes to record the murders. Meanwhile, McClaren tells Emma that he plans on retiring. He informs her of his intention to nominate her as his replacement. Later, McClaren tells a group of agents that Barr phoned the FBI toll-free number from the location of his most recent attack. Frank realizes that the bodies of the victims are missing.

A doctor informs Emma that although her father’s mental function is deteriorating rapidly, his physical strength has remained the same, which is highly unusual. Later, Watts reiterates his offer to cure Emma’s father of his affliction.

Frank visits the home of Lucas Barr’s most recent victims. He notes that the television is set to channel fourteen. That number, Frank notes, is the final station of the cross. Frank believes that Barr phoned the FBI because he was horrified by Baldwin’s death. Later, McClaren shows Frank a night vision video taken inside Jordan’s bedroom... meaning Barr had access to the house. McClaren asks Frank to confirm that the "channel fourteen" stations-of-the-cross clue means the killer has ended his mission. But Frank makes mention of "resurrection."

Meanwhile, Lucas Barr moves into the house of a friend, Cheryl Kellough, a pretty 25-year-old who is also quite blind.

Believing Watts and the Millennium Group are responsible for Barry Baldwin’s death, Frank demolishes the windows of Watts’ house using a 2 x 4. He accuses Watts of attempting to break him down in hopes he will go crawling back to the Group. During the exchange, it appears as if Watts doesn’t know if the Group is behind the plot.

Watts accesses the Group’s computer via modem to research the case. His connection is cut off, but he nonetheless manages to download a list of aliases for Lucas Barr. Moments later, Emma contacts Watts and informs him she cannot accept his offer. But when she next visits the nursing home, she discovers that her father has been taken away by persons unknown.

Peter Watts tells Frank that a year after Ed Cuffle’s capture, Millennium Group scientists learned to "switch on" the psychological process of learning in adults, development that usually ends after infancy. Frank wonders if recreating another Ed Cuffle is considered progress. Moments later, Watts hands Frank the list of aliases for Lucas Barr. He assure him that he has acted as his protector from the very beginning.

Frank brings the alias list to Doug Scaife. While looking at Lucas Barr’s high school yearbook, Frank notices the name of the student listed just prior to Lucas. That name, "Doug Baron," matches a name on the alias list. Frank asks Scaife to concentrate his efforts on finding all information on that alias.

When Emma returns to her apartment, she discovers her father, now quite lucid, with a small bandage covering the spot where Group surgeons operated on his brain.

Frank’s behavior ultimately leads to the end of his association with the Bureau. But before Frank leaves, Scaife gives him an address for Cheryl Kellough’s house. When Frank arrives at the house, he speaks to Lucas and Cheryl through the barricaded door. Cheryl realizes something is terribly wrong; she trips the circuit breakers, plunging the house into darkness. Lucas dons his night vision gear and, cordless drill in hand, finds Cheryl hiding in a closet... where the bodies of his last two victims have been hidden. Cheryl screams as she backs into the corpses. Frank manages to break through the plywood barricade. Light streams into the house, blinding Lucas. He rips the night vision equipment off his face and takes Cheryl hostage, holding the cordless drill to her head. As Lucas speaks with Frank, his former, sane self returns, if only for a moment. Realizing he has committed unspeakable acts of violence, Lucas turns the drill on himself, boring a fatal hole into his own skull.

Inside Watts’ study, lying in a pool of blood, is an adult male, his identity uncertain.

Frank discovers Watts’ distinctive packet on the dashboard of his car. Inside are two files. One is labeled "Black, Frank;" the second is labeled, "Black, Jordan." A look of terror passes over Frank’s face. He races to the school and into Jordan’s classroom. Jordan calmly retrieves her backpack and, acting as though the summons has long been expected, leaves the room. Frank and Jordan run down the hallway. As Frank and Jordan drive along a mountain road, towards their uncertain future, Jordan reminds her father that "we are all shepherds."

1013 References:

Goodbye to all that featured two examples of Ten Thirteen (1013) inside jokes:

In the last episode of Millennium, Emma is snooping on Douglas Scaife's computer. She clicks on the browse bar of the Bureau Records Search Engine, and just for a brief moment you can see the drop-down search history with names that have been written there before:

  • Cathy Gilroy (aka Kathy Gilroy-Sereda) was a production manager in all the episodes of season 1 except the Pilot, associate producer/production manager throughout Season 2 and co-producer/production manager throughout Season 3.
  • Mark Lane was a Set Decorator throughout seasons 2 and 3.

In addition to Cathy Gilroy and Mark Lane, on Douglas's computer there are at least two other names that seem to be significant when it comes to 1013 references: Scott Steyns and Ross Framo. They were uncredited, but according to IMDb they worked on Millennium: Framo was a Computer Playback Operator and Steyns was a Playback Coordinator. Ross Framo also appeared in The Wild and the Innocent, in Maddie Haskel's highschool year book.

Credit: Viivi of TIWWA

Aliases of Lucas Barr, shown on Peter Watts' computer:

  • Daniel Baron
  • Chuck Holland
  • Robert Moresco
  • Teddy Mann
  • George Johnson

Ted Mann and Robert Moresco both worked on Season 1 as producers and helped write such episodes as 'The Judge', 'Loin Like a Hunting Flame', 'Broken World', and 'Paper Dove'. (Credit: betweenthelines of TIWWA). Chuck Holland - Charles (D.) Holland (Story editor for nine Season 1 episodes and writer of Wide Open). It is very likely that Daniel Baron and George Johnson are also uncredited but as yet unconfirmed affiliates of the Ten Thirteen crew.

Mortality Count: 
4 Deaths

(Comprised of 3 murders + 0 kills in self defence + 0 justifiable homicides + 1 suicides.)

NB. Where applicable, large groups of victims (such as multiple victims in a plane crash) are represented by a count of group count of 1 due to impracticalities with listing so many unidentified persons. For enhanced details, see the Violence Markers below.

Original Fox Episode Stills:

View the original 1996 Fox Millennium Episode Guide images for this episode of Millennium where available here.

Available Violence Markers:

  • Lucas Francis Barr commited suicide during this episode of Millennium (Goodbye To All That).
  • Lucas Francis Barr was responsible for the murder of Jeff Chambers during this episode of Millennium (Goodbye To All That).
  • Lucas Francis Barr was responsible for the murder of Lily Chambers during this episode of Millennium (Goodbye To All That).
  • Paramedic was responsible for the murder of Barry Baldwin during this episode of Millennium (Goodbye To All That).

(View all violence, killer and victim stats)