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Goodbye To All That - Millennium Episode Profile

A profile of Millennium episode Goodbye To All That, synopsis, images, credits, related trivia and facts plus the original promotional trailer where available. The episodes follow the original US TV Air Date/DVD box set order which is most familiar to the majority of fans.

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Millennium Episode Trailer

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Mortality Statistics

You view an analysis of Millennium's violence, its killers and victims, grouped by the various nature of the mortalities.

Millennium's Violence - Deaths, Killers, Victims and Criminality

You can also view a breakdown of Millennium's mortality rates per individual season and episode:

Millennium Season 1 - Mortality Rates

Millennium Season 2 - Mortality Rates

Millennium Season 3 - Mortality Rates

Episode Locations List

Our database lists the following locations for this episode:

Quantico, Virginia

Bethesda, Maryland

Alexandria, Virginia

Falls Church, Virginia


Episode Reviews and Articles

Episode Reviews

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Episode Info


Goodbye To All That

MLM Code:


Production Code:




Original Airdate:


Nielsen Rating:


Days remaining:


Episode Music

Notable Episode Locations

Quantico, Virginia


Bethesda, Maryland


Alexandria, Virginia


Falls Church, Virginia


 List all Millennium episode locations

 View the Millennium Episode Locations Map

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]

Random scenes from Goodbye To All That

A random scene from this Millennium episode Goodbye To All That.
A second random scene from this Millennium episode Goodbye To All That.
A third random scene from this Millennium episode Goodbye To All That.

There are a total of 235 images for Goodbye To All That available in our Episode Image Gallery.

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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

An image from Millennium episode 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

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

Guest Stars

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

Supporting Cast

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




Seasonal Episode Tagline

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


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."

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.

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 Millennium's Violence - Deaths, Killers, Victims and Criminality Analysis)