Millennium - This Is Who We Are site logo

Transcript of Millennium episode "Goodbye To All That"

Presented below is an episode transcript of Goodbye To All That from Chris Carter's Millennium TV series. These transcripts have been provided thanks to the dedication and time consuming hard work of Millennium fans Libby and Maria Vitale. Millennium - This is who we are is extremely greatful to Libby who has painstakingly checked, updated and edited each one for accuracy to make sure that they are as true to the actual episodes as possible.

Welcome Frank.
There are 192 days remaining.


What is a Transcript?

The transcript on this page includes all spoken and visual content providing a full written account of the selected episode of Chris Carter's Millennium television series.

Please note that transcripts are different to the original Ten Thirteen shooting scripts/screenplays in that they have been painstakingly transcribed from the actual broadcasted episodes (and subsequently later checked against the DVD released episodes) for the benefit of resource and interest of Millennium's fans.

The original episode screenplays and shooting scripts may include or exclude varying scenes, explanations and character descriptions and are always of great interest to fans of Millennium. Such scripts of Millennium may occasionaly be found for sale on Ebay and other online auction sites and make for ideal collectors items.

In 2004, Lance Henriksen (Millennium's Frank Black) teamed up with Sue Myatt formerly of website Lance Henriksen Magic to auction his personal signed collection of 63 Millennium scripts filled with Lance's comments, notes, production sheets, location maps and reminders.

Together they are to be congratulated for raising over £13,000 for international charities, which was a fantastic endeavour.

Unfortunately many, if not most of the auctioned autographed scripts were believed to have been purchased by internet auction traders, and therefore never got to be appreciated and cherished by Millennium's actual fans.

We have available some scanned shooting/production scripts available within our main community downloads section, which have kindly been freely scanned and shared by their respective owners.

Transcript Discussion

All of the Millennium transcripts on this website can be discussed in our message board's Millennium DVD & Episode Transcripts forum, which contains copies of these transcripts together with extra DVD Special Feature and Commentary transcripts.

You'll also find a general discussion forum where you can discuss any and all transcripts.

More Millennium Episode Transcripts?

To quickly view another Millennium episode transcript, select one from the list below and click the Show Me button:


Goodbye To All That - Transcript



MLM Code:


Production Code:


Original Airdate:


Episode Profile | Synopsis | Credit List | Original Fox Photos |  Episode Images

322 Goodbye to All That

[MLM–322 (3ABC22)]

Written by Ken Horton & Chip Johannessen
Directed by Thomas J Wright
Edited by James Coblentz
Air date: 21 May 1999

Transcribed by Libby


[Frank stands amidst the debris in apartment 63 after the explosion which occurred when Barry Baldwin and members of a SWAT team were searching for Lucas Francis Barr. Barr had been committing murders in the style of the recently executed Ed Cuffle. See episode 321 Via Dolorosa. McClaren enters the apartment.]

McCLAREN: It's a damn nightmare. Two casualties. But it looks like Baldwin is going to make it.
FRANK: Good.

[Frank can see out of the window – a fire truck, and an ambulance Baldwin is being loaded into.]

McCLAREN: What's that?
FRANK: St Ignatius' High School yearbook.

[He hands it to McClaren. The entry for Lucas Francis Barr reads: Glee club, Track & field team, Volunteer for reading to the blind program. "We are all shepherds. "]

FRANK: Glee Club. Track. He read books to the blind.
McCLAREN: "We are all shepherds. " Some more than others.
FRANK: He's videotaping his victims.

[Frank pulls a blanket off a bookshelf.]

FRANK: He put them over these movies titles.

[There are video tapes of movies.]

McCLAREN: I'll have someone look at them.
FRANK: Someone you trust.
McCLAREN: Now, what's that supposed to mean?
FRANK: The explosion targetted personnel, leaving all this evidence intact. This guy didn't plant it.

[Frank leaves.]


[The ambulance, with siren and lights. Inside, Baldwin is lying on the stretcher. He's covered in blood and his face looks burned.]

PARAMEDIC: Agent Baldwin, can you tell me what you were doing when this happened?

[The paramedice is a young, blond man.]

PARAMEDIC: Can you tell me what city we're in? Do you know today's date? The year?

[Baldwin speaks with great difficulty.]

BALDWIN: Mental status exam – person, place, time. My head's fine.
PARAMEDIC: There you go.

[The paramedic places an oxygen mask on Baldwin's face.]

PARAMEDIC: You've got a major piece of shrapnel in your chest. It's close to your heart, but there's not a lot of blood. Looks like it missed all the major organs. You got lucky.

[Baldwin tries to laugh. The paramedic places his thumb on the piece of shrapnel in Baldwin's chest.]

PARAMEDIC: Can you feel that?

[Baldwin gasps in pain. He looks at the paramedic, startled.]

PARAMEDIC: Yeah. That's got to hurt.

[The paramedic reaches forward again. Baldwin gasps in fear. The paramedic grasps the piece of shrapnel and pushes it further into Baldwin's chest as Baldwin tries to cry out.]

PARAMEDIC: Call the hospital. He's bleeding out.

[Baldwin looks at the paramedic in horror.]

DRIVER: [into radio] This is Rescue 62 to MICN. Condition of male burn victim has escalated. Is now a bleed–out.


[TV news report. The reporter is in the hallway off the apartment. Fire fighters are still present.]

REPORTER: Action News just learned that the explosion has claimed the life of yet another FBI agent – Barry Baldwin, a ten–year veteran of the elite Critical Incident Response Group, boosting fatalities in this apartment explosion to three.

[Barr is watching the report on TV. He is sat between two people, each of whom have blood running down them from a head wound.]

REPORTER: In the meantime, officials warn us to be on the look–out for this man, Lucas Barr, considered to be armed and extremely dangerous.

[The settee where Barr is sitting with his latest victims. It's a smartly furnished modern sitting room. The victims have had their hands bound behind their backs.]

REPORTER: If you see him, call the FBI at this number: 1–800–555–0199. That's 1–800–555–0119.

[Barr has picked up the phone and dials a number. As he waits for the call to be answered, the TV station switches to other news: "In other news, newly elected Israeli prime minister, Ehud Barak, announced today... "]

[fade to black]

[main titles]

[polaroid fade up]

[Video being fast–forwarded.]

SCAIFE: So, these home movies I'm searching for, what do they look like?
FRANK: He enters the victims' houses through an open door or window. He tapes from that point until he kills them.
SCAIFE: Sort of a Manson creepy–crawly thing. It's a lot of tapes, most of them damaged. It'd go a lot faster if I had help.
FRANK: I'd prefer it if few people as possible saw these.
SCAIFE: Top secret. I get it. But you trust me.
FRANK: Shouldn't I?
SCAIFE: What I mean is, I'm flattered.

[He's still fast–forwarding the video, then notices the color changes to a green.]

SCAIFE: Whoa. Mr B, you might have something here.

[He operates the equipment, then seems a little stunned.]

FRANK: Are you all right with this?
SCAIFE: Spooky, that's all.
FRANK: McClaren called a meeting. I'll be in conference room 3 if you need me.

[Scaife nods as he continues to watch.]


[Frank walks into the FBI office. He notices Hollis in McClaren's office. She closes the door.]

[In the office, McClaren and Hollis sit down. Hollis has a few cuts on her face from the explosion.]

McCLAREN: So Frank says this killer we're after didn't plant the bomb.
HOLLIS: What does forensics say?
McCLAREN: Well, the preliminary report is 50 pages long. It manages to avoid coming up with any kind of conclusion.
HOLLIS: You've got to love the Bureau.

[McClaren has handed the report to Hollis.]

McCLAREN: I'm, uh, leaving it, Hollis.
HOLLIS: Excuse me? What?
McCLAREN: I'll have 30 years here in September. I'm retiring.
HOLLIS: Sir. We lost three agents. It's normal to feel responsible.
McCLAREN: It's been in the works for a long time. Baldwin knew. He was set to take my place. Now I have to replace him.

[Hollis pauses to think.]

HOLLIS: McGreevey's got a good track record.
McCLAREN: But I am going to put your name in.
HOLLIS: No, sir. I can't.
McCLAREN: I would say that you're the only one who can.

[McClaren leans forward on his desk.]

McCLAREN: You know, we used to go after weird loners doing ungodly things in residence hotels. I mean, it wasn't very pretty, but at least I understood it. Now it's what? The Millennium Group? I mean, that's Frank's assertion, maybe yours. Ex–Bureau guys with families. I mean – I must have done 75 cases with Peter Watts and I literally just can't see it. How the enemy ended up being us.
HOLLIS: So far there isn't much proof.
McCLAREN: Well, it's time to find out, one way or another.


[Hollis and McClaren go into the briefing room. There are a number of agents there, including Frank who is sat at the furthest end of the table from the display boards. When Hollis sits down diagonally opposite Frank, she and Frank exchange a long look.]

McCLAREN: All right, we've got a lot to cover. There will be a memorial service for all three agents on Friday.

[An agent walks up to McClaren and hands him a piece of paper, which he reads.]

McCLAREN: OK. A call to our 800 number has been traced to what is presumed to be two more victims at a single family residence in Bethesda. Field agents are on the scene, so I'd like to adjourn this while we check it out. Frank, if you can make yourself available, please?

[Frank nods.]

AGENT McGREEVEY: Excuse me, what does that mean, "presumed to be two more victims"?
FRANK: The bodies are missing.

[McClaren looks at Frank as if to ask how he knew.]

McCLAREN: That's correct. Crime scene details are consistent with the previous sites, but no bodies have been found.

[Hollis's pager has gone off while McClaren has been speaking. She checks it: 'James Hollis'.]

McCLAREN: OK, people. You all have your assignments. Report back to me as soon as you've got anything. Now, remember. This one's important.

[Hollis has already left. Frank notices this.]


[Medical facility. Two orderlies are holding Mr Hollis down on the bed, while Dr Arnett prepares an injection.]

DR ARNETT: Take it easy, Mr Hollis.

[Mr Hollis struggles and manages to push the Doctor away. Hollis rushes into the room.]

HOLLIS: Daddy! Daddy!

[She sees the scene and questions the Doctor.]

HOLLIS: What are you doing? What are you doing to him?

[She tries to push away one of the orderlies, but Mr Hollis spits in her face.]

MR HOLLIS: You did this, you little bitch. I'll kill you, I swear!

[Hollis moves back, shocked. While Mr Hollis is distracted, the Doctor manages to inject him. Mr Hollis begins to quieten down. Hollis is distressed.]

[The Doctor and Hollis talk in the corridor.]

DR ARNETT: Normally, a progression to late–stage Alzheimer's is accompanied by a decrease in motor activity. In a sense, it's a merciful disease. As patients grow more hostile, they also grow less capable of acting on their aggression. At least, that's usually the case. What we're seeing here is a rapid deterioration of mental function without a corresponding reduction in physical strength.
DR ARNETT: I don't know. I've never seen it before.

[Hollis looks round into her father's room. He's sleeping fitfully.]

HOLLIS: Maybe he'd be better off at home with me.
DR ARNETT: He came after you with a gun. That's why you brought him here.

[Hollis nods. Then sees someone down the corridor.]

HOLLIS: Excuse me.

[The Doctor goes back into Mr Hollis's room, while Hollis goes down to the end of the corridor where Watts is standing.]

HOLLIS: You think I don't see what you're doing.
WATTS: I hope you do see.
HOLLIS: You can cure him because you made him sick in the first place.
WATTS: No, there you're wrong.
HOLLIS: Stay away from him. And stay away from me!

[She turns to go but Watts grabs hold of her arm.]

WATTS: Hey. Hey. I understand your being suspicious, but look where it's getting you. You see the Millennium Group behind every tree. You blame the Group for every difficulty.
HOLLIS: Don't even go there. I show up for work this morning and out of the blue I am set to inherit McClaren's job because someone killed Barry Baldwin.
WATTS: Lucas Barr did.
HOLLIS: Yeah. Did he? You're the one who wants me in a position to get Frank out of the FBI.
WATTS: You're way off base there.
HOLLIS: Then explain the page I got two seconds before the bomb went off. That's all that saved me from the explosion.

[Watts briefly holds up his hands.]

WATTS: All I know about Baldwin is what I saw on TV. As regards your father, there are hundreds of thousands of people in the world who share his condition. The difference is, he has a cure available. Our offer still stands. It's up to you.

[Watts has been very gentle in demeanor. Hollis is very torn by this repeated offer. She turns away, looking back along the corridor where her father's room is.]


[Bethesda house crime scene. FBI agents carrying out an examination. Frank looks over the scene as Agent McGreevey briefs him.]

McGREEVEY: Forensics has cross–matched blood samples from the couch. It looks like it's Jeff and Lily Chambers, all right. Any ideas what he did with the bodies?

[Frank shakes his head.]

McGREEVEY: What about those little numbers – the stations of the cross? You find any?
FRANK: Nothing.
McGREEVEY: My team, neither. We looked pretty good.
FRANK: It's right here, all of it, in this room.
McGREEVEY: Sick joke, huh? Lining them up like they're watching TV.

[Frank looks around. Vision: an open door, explosion, blood on the couch, the TV reporter.]

FRANK: Turn that television on.

[McGreevey does so. There's just static, but a channel number in the top corner.]

FRANK: There's the number – 14. The final station of the cross.

[McGreevey switches the television off.]

McGREEVEY: So, that mean he's done?
FRANK: We got a call into our 800 number a few minutes after 11. He was sitting here at that moment.

[He points to the couch.]

FRANK: He caught it on the news. He heard about the deaths of the agents.
McGREEVEY: It must have thrilled him.
FRANK: I think he was horrified. That's why he picked up the phone and called us, changing his pattern. He didn't want Baldwin dead.
McCLAREN: You're saying somebody did?

[McClaren has just arrived.]

FRANK: Baldwin was in good shape, considering, when they loaded him into that ambulance. They murdered him.
McCLAREN: Wait. Who did?

[McClaren walks over to him.]

FRANK: The people that planted the bomb.
McCLAREN: "People"?
FRANK: That's right.
McCLAREN: Multiple.
FRANK: This killer's MO does not square with an explosion. He was caught off guard just like the rest of us. Someone wanted Baldwin dead.
McCLAREN: Agent McGreevey, could you just give us a second, please.

[McGreevey nods and leaves.]

McCLAREN: Thank you.
FRANK: They murdered him, Andy.

[McClaren takes something out of his pocket.]

McCLAREN: Scaife found this. He made me a dupe.
FRANK: What is it?
McCLAREN: You think multiple individuals were involved?
FRANK: Yes, I do.
McCLAREN: I don't think it fits.

[McClaren puts the video in the machine and presses play. On the TV there is the familiar green–lit scene of a stairway. Frank recognises it immediately.]

FRANK: He was in my house.
McCLAREN: I'm afraid so, Frank.

[Frank goes close to the screen. It shows Jordan's bedroom – she's asleep in bed.]

FRANK: My god.

[The video camera gets closer and closer to her bed, now her face fills the whole screen. Frank seems shocked beyond reaction.]


[Watts' house. Watts and his family are sat at the dining table, when suddenly there's a crash as a window is smashed in by a chair. Watts' wife and daughters scream and Watts hurries them out.]

WATTS: Come on! Get out! Get out!

[The women run off as the double doors are hit again and again, smashing one door off its hinges. In slo–mo, Frank enters, draws his gun and approaches Watts.]

FRANK: This is on your head.

[Watts turns to the women and shouts at them.]

WATTS: Go on, out of here! Get out of here! Go!

[He turns back to Frank, holding his hand out.]

FRANK: I told you not to come near Jordan. You came to my child! It's over!
WATTS: Frank, I did not!
FRANK: It used to be polaroids. Now it's videotape.
WATTS: What? What are you talking about?
FRANK: Lucas Barr! Ed Cuffle reincarnated.

[Watts looks uncomprehending.]

FRANK: You know I collapsed the last time I came crawling to the Group. You think you're going to wear me out. It's never going to happen.
WATTS: Frank, if somebody's threatening Jordan, it's not the Group.
FRANK: No more lies.
WATTS: It's not the Group! If it were the Group, I'd know about it.

[Frank has lowered the gun.]

FRANK: But you don't. Is that what you're telling me?

[Frank stops to think, looking grim. He raises the gun again.]

FRANK: I came here to put a bullet in you.

[He lowers the gun again, and steps back.]

FRANK: But I don't have to. The Group will do it for me.

[Frank walks out of the house, leaving Watts breathing heavily from the encounter, and looking worried.]

[fade to black]

[polaroid fade up]

[A neat–looking house. A woman, Cheryl Kellough, is in the kitchen, her back to the hallway where somebody is slowly walking toward her, breathing heavily. The woman is very carefully replacing a kitchen knife in a block, feeling with her fingers to fix it in place. She hears something and carefully turns her head.]

CHERYL: Who's there?

[A jacket is flung onto a kitchen dresser.]

CHERYL: Hello?

[It's Barr. He approaches close up to her. He's not wearing his night–vision goggles.]

BARR: It's just me.

[He laughs.]

CHERYL: You scared me.

[Since Barr had been standing right in front of her, it's obvious that she is totally blind. Barr laughs, and she smiles. Cheryl continues preparing the food, and Barr helps.]

BARR: You know you left your front door unlocked again.
CHERYL: I know, I know. I promise to be more careful.
BARR: Oh. Now the plumbers are telling me it's going to be a few more days before I can get into my apartment. If that's OK?
CHERYL: Yeah, sure.
BARR: You'd tell me if I was in your way, wouldn't you?

[Cheryl puts her hand on his.]

CHERYL: You're not. You're not in my way. I like having you here.

[Barr looks down at her hand on his, then up at her face.]


[Police firing range. Frank is using a handgun and fires off a number of shots. Hollis is also there. She looks over at a paper target, presumably one of Frank's, where there are two groups of hits, in the center and the head. Frank ejects the empty cartridge and loads a new one.]

HOLLIS: McClaren says you think Barry was killed on the way to the hospital.
FRANK: McClaren send you down here?
HOLLIS: If someone killed Baldwin, he wants to know.

[Frank hits the button to wind forward the target he'd been firing at.]

FRANK: Except nobody really wants to know. That's been the problem since I got here.
HOLLIS: McClaren's retiring in six months. Baldwin was going to get his position. Now I'm in line. What's going on?
FRANK: I don't know.

[The paper target is in view – a tight grouping of bullet holes in the center.]

HOLLIS: The Group?
FRANK: Watts tells me they're not involved.
HOLLIS: You talked to Watts?
FRANK: The Group's going to need access to the FBI. Sooner or later, they're going to come to you. I'm surprised they haven't already.

[Hollis looks at Frank but doesn't respond.]

FRANK: Don't mess with these people. Don't mess with them.
HOLLIS: I know. I know. [sighs] I know.

[Frank picks up his ear protectors and puts them on.]

FRANK: OK. You know.


[Video taken by Barr. It's playing on a large TV in a sitting room. Barr is sat watching, cracking his knuckles one by one. Cheryl comes into the room.]

CHERYL: Pretty quiet.

[Barr looks over at her, then back at the TV.]

CHERYL: Something wrong?
BARR: No. I was just thinking.

[Cheryl walks to the sofa.]

BARR: Oh, watch. There's something on the floor.

[He moves his leather bag out of her way, sliding it to the opposite side of him. He takes her hand and guides her on to the sofa. He's holding the TV remote control with that hand.]

CHERYL: What are you watching?
BARR: It's just an instructional video.
CHERYL: Turn it up.
BARR: Mm. No. It's better quiet.
CHERYL: So, what is it?
BARR: I said ...
CHERYL: I mean, what does it teach you to do?

[Barr looks at the TV.]

BARR: Carpentry.

[Barr reaches into his bag and takes out a pack of drywall screws.]

BARR: I was thinking of building some shelves.
CHERYL: Does that mean you're going to stay a while?

[She reaches out and touches his face, turning it towards her. She leans forward and kisses him on the mouth. Barr doesn't seem to react, but turns his eyes towards the scene on the TV, which is reflected in his glasses.]


[Watts house. He picks up a briefcase stamped with the ouroborous. He sits at his desk, looking at it. His wife comes down the stairs.]

BARBARA WATTS: The girls are both asleep.

[Watts puts the briefcase to one side, then stands up as his wife approaches him.]

WATTS: I'm sorry.

[They embrace.]

WATTS: I'm so sorry.
BARBARA WATTS: They'll be fine.

[They disengage.]

WATTS: I'm, uh, trying to find out.

[He sits down on his chair, while his wife puts her arm around his shoulders. They both look at the computer screen which shows a photo of Lucas Barr and a piece of text.]

BARBARA WATTS: Checking on that serial case?
WATTS: Uh–huh.

[The text is about delusional disorders: 'Erotomanic Type'.]

WATTS: There's no Group involvement. None that I can see.
WATTS: It's not like Frank to be wrong. Not about something this important.

[Watts starts typing and Barbara Watts moves away, looking back lovingly at him. The computer screen shows:

Group File 0108–1969
Known aliases
Daniel Baron
Chuck Holland
Robert Moresco
Teddy Mann
George Johnson

General information
Date of Birth: 09/18/74
Birthplace: All Saints Hospital, Baltimore, MD
Height: 5' 10"
Weight: 170 lbs.
Eyes: Brown

Education: Graduate – St. Ignatius High School, Bethesda, MD
1 year – Gordon Community College, Haggerston, MD

Watts selects print, and the Print Menu dialogue box appears, then changes to 'Error', then 'Connection terminated'. The first page is printed and Watts picks up the page from the printer. The page is printed correctly up to 'General Information' but everything from there on is gibberish. Watts logs in again. The screen shows 'Re–establishing connection', 'Connecting'. Watts says his login password.]

WATTS: My god, it's full of stars.

[The screen shows the wave pattern, giving a 99.7% match. Then: 'Access Denied'. Then the phone rings. Watts hesitates, then picks it up.]

WATTS: Watts. [listens] This is Watts.

[There's clearly no answer, and Watts puts the phone down. He sits looking at the phone, worried. It rings again. He looks back at the screen. Hesitates, then picks up the phone again.]

WATTS: Who is this?
HOLLIS: It's me.

[She's at home. She seems tired, or dejected.]

WATTS: Did you call just a second ago?
HOLLIS: No. Why?

[Watts doesn't answer.]

HOLLIS: I need to talk to you.
WATTS: Not now.
HOLLIS: I can't go through with it.
WATTS: Not on this phone. You hear me!

[He quickly replaces the phone. Hollis is puzzled. She has a sudden thought. She quickly gets up, grabbing her jacket.]

[Watts just sits and stares at the phone.]


[Hollis races down the corridor of the medical facility to her father's room. She goes in to find her father isn't there, just an orderly tidying up.]

HOLLIS: Where is he? Where is he!
DR ARNETT: Emma, is there a problem?
HOLLIS: What have you done with my father?
DR ARNETT: He's fine. The car left ten minutes ago.
HOLLIS: What car?
DR ARNETT: What do you mean?
HOLLIS: What car!
DR ARNETT: I transferred him back to your apartment like you asked.

[Hollis sits down on the bed, closes her eyes. Then hits her fist on the bed.]


[fade to black]

[polaroid fade up]

[Rural road. Day. Frank drives his jeep down the road, then pulls to a halt by a side road. Watts has parked his car there and stands waiting. Frank gets out.]

WATTS: Thanks for coming. I know it wasn't easy for you.
FRANK: You said you had something about Jordan.
WATTS: That killer you've been tracking, why do you think the Group's involved?
FRANK: You said Jordan. That's the only reason I'm here.
WATTS: Do you have any evidence?

[Frank is exasperated. He turns back to the car.]

WATTS: It might be the Group, Frank. That's why I'm asking. I wanted to find out about this killer, about the tape that you saw of Jordan.

[Frank has reached his car. He opens the door, then looks back at Watts, then closes the door.]

WATTS: I was locked out.

[Frank walks back to him.]

FRANK: What did they do to him?
WATTS: I don't know that they did anything to him.
FRANK: Sure you do. Think about who they are.
WATTS: You've always seen the Group through clouded eyes.
FRANK: No, I saw clearly.
WATTS: Our faults, yes, but never what we were attempting to do. Man has made a mess of Eden. Our greed is only eclipsed by our tribal stupidity and our brutality.

[Frank looks at him as Watts spouts the party line. Watts's mood seems lighter, as though he wanting to believe this.]

WATTS: We are rushing toward an apocalypse of our own creation.
FRANK: This is cult propaganda.
WATTS: No, fact, Frank. Maybe not the end of the physical world, but the end of a world that is worthy of human life. And that's not that something that the Group invented, that's what the Group is trying to prevent.
FRANK: You mean control.
WATTS: No, no. I mean, attempting to preserve human values that are worth preserving. We're shepherds, Frank, all of us.
FRANK: What did you say?
WATTS: Choosing the future. It's already happened, Frank.

[A lab/operating room.]

WATTS: [VO] The breakthrough came about a year after you captured Ed Cuffle. And it wasn't cloning or genetic engineering, or anything you might expect.

[Gowned and masked doctors. Lying on the table is James Hollis.]

WATTS: [VO] Millennium Group scientists simply found a way to transport certain large molecules though the blood–brain barrier.

[A drill is being prepared.]

WATTS: [VO] Nerve growth factors.

[The drill is started.]

WATTS: [VO] We can now effectively turn on what evolution has turned off.

[James Hollis is unconscious. A line has been drawn just above his right ear. The speed of the drill increases.]

WATTS: [VO] Continuing in an adult brain the physiological process of learning and development that goes on in an infant brain.

[The drill gets closer to James Hollis's head.]

WATTS: [VO] Thirty thousand neural connections forming every second of every day.

[The doctor operating the drill is splattered with blood.]

[A drill is withdrawn, but now it's the drill held by Lucas Barr.]

WATTS: [VO] And not just during the first three years of life, but anytime we choose.

[Barr is screwing chipboard panels to the door and window in Cheryl's apartment.]

WATTS: [VO] The greatest change in four hundred thousand years is available to us as a species. It's a realisation of the age–old alchemical dream, which was never about the transformation of lead into gold, but about the transformation of mankind.

[Back to the rural setting.]

WATTS: We can transcend ourselves.
FRANK: Is that what you call making another Ed Cuffle?
WATTS: That what you say.
FRANK: No, a killer in my house, videotaping my daughter. Tell me, where do I find him?

[Watts turns and opens his car door. He picks up the details on Lucas Barr he managed to print out. Underneath the paper is the briefcase with the ouroborous symbol. He gives the paper to Frank.]

WATTS: This was all I was able to get before they locked me out. It's a list of Lucas Barr's aliases. Have somebody else check them out. Somebody you trust. They're going to be watching every single thing you do.
FRANK: Why should I trust you?
WATTS: Because I've been protecting you. From them.

[Watts's demeanour is darker again, upset.]

WATTS: There's a packet that describes the Millennium Group's plans as they affect you.
FRANK: Give them to me.
WATTS: No. If the protection that I've provided begins to break down, I'll send it to you then, as a warning, that none of us are safe.

[Watts is very serious now.]

WATTS: Let me know what you find out.

[Watts walks to his car.]


[Frank has taken the list to Doug Scaife. They're both sat in Scaife's lab, surrounded by equipment and monitors.]

SCAIFE: I'm kind of an alias enthusiast for someone new to the biz. Yeah, if one of these is Lucas Barr, I'll track him down.

[Frank shows Scaife the list. He's folded the page so the gibberish doesn't show.]

SCAIFE: Where'd you get this list from?

[Frank doesn't answer. Scaife nods in understanding.]

SCAIFE: Right, I hear you.
FRANK: Thanks, Doug.

[Frank glances at one of the monitors, then turns away. On the monitor is a still frame of Barr's video of Jordan.]

SCAIFE: Mr B. I'm really sorry about finding that tape of your house.

[Frank looks back at the monitor.]

FRANK: That's all right.

[Scaife looks at Barr's entry in the yearbook.]

SCAIFE: I sit here wondering – how does anyone get from here ... [looks at monitor] to here?
FRANK: Forget about these names. That's the one he'll be using.

[He points to another entry in the yearbook – Daniel Baron. He gets up and leaves.]


[The sound of Barr's drilling.]

CHERYL: Danny? Danny?

[Barr has fitted chipboard panels over the kitchen windows. He goes over to the front door where Cheryl is knocking the door and trying the handle.]

CHERYL: Danny?

[Barr unlocks the door and Cheryl comes in.]

BARR: Sorry, I didn't hear you.
CHERYL: I could hear you.

[Cheryl folds up her white stick.]

CHERYL: Are you done?
BARR: Huh?
CHERYL: With the shelves.
BARR: Oh, yeah. Just about.

[She leans forward and kisses him, but Barr isn't reacting with pleasure, he's looking at the panels he's put over the window. Cheryl ends the kiss without seeming to realise Barr hasn't been paying too much attention to it. She walks toward the kitchen.]

CHERYL: I got spaghetti.
BARR: Oh. I'll cook.
CHERYL: No, you finish what you're doing. It's kinda stuffy in here.
BARR: Maybe I'll open a window.

[He now places a piece of board over the door. It covers the whole door, except for a piece cut out for the handle. He uses the drill to screw it into place.]


[McClaren's office. McClaren is sat behind his desk, Hollis perched on the corner.]

McCLAREN: This killer – do you think he was created?
HOLLIS: I don't even know what that means.
McCLAREN: Frank insists he couldn't have planted the bomb. Explosives says he had the training. Frank says Baldwin was murdered on the way to the hospital. Pathologist says no. He's all over the Millennium Group without actually naming any names. Now there's this Jordan tape.

[He sighs. Hollis shakes her head.]

McCLAREN: Hollis? Are you all right?
HOLLIS: I saw him at the gun range – Frank. With a huge stack of targets. He said he'd contacted Peter Watts.

[She hands McClaren a file.]

HOLLIS: I'm not sure "contacted" is the right word.

[The file has photographs.]

HOLLIS: Police got a call from a neighbor on a domestic disturbance. When the police arrived, Watts covered for Frank.
McCLAREN: You should have told me about this right away.
HOLLIS: I didn't want to. Bureau rules leave you no choice but to get Frank out of here.

[Behind her, Frank has arrived at the doorway.]

FRANK: They got to you, didn't they.
McCLAREN: So, what, are you listening outside my door, now?

[Frank holds his hand up toward McClaren, then turns to Hollis.]

HOLLIS: What did they promise you?

[Hollis stands up.]

McCLAREN: Hey, hey, hey.
FRANK: Your father, is that it? Did they say they could fix him?
HOLLIS: Leave him out of it.
McCLAREN: Frank! Just calm –

[Frank turns to McClaren and puts his hands on the desk.]

FRANK: You know, the only reason I came back to the Bureau was to get to the Group. And you have been fighting me every inch of the way!

[He smashes something off the desk in his anger. McClaren jumps to his feet.]

McCLAREN: You are done here.
FRANK: I'm done ... wasting my time.

[Frank leaves.]


[Hollis's apartment. She arrives home. She looks into the sitting. The TV is on, showing the video of the burning palm trees.]

HOLLIS: Daddy?

[She stops the video.]

HOLLIS: Daddy?

[She goes out into the corridor to the bedrooms.]

HOLLIS: Is anybody here?

[Her father comes out of his bedroom at the far end of the corridor.]

HOLLIS: Daddy. Are you all right?

[He shakes his head.]

MR HOLLIS: You shouldn't have done it, Emma. You shouldn't have done what they asked.

[He sighs and shakes his head. Then goes back into his bedroom.]

[fade to black]

[polaroid fade up]

[Outside Falls Church Elementary School. Frank drives up in his jeep just as the bell sounds. He opens the door for Jordan to get out.]

FRANK: I didn't lose my job. I mean, I know where it is. Aren't you always saying I should work less?
JORDAN: Not like this.
FRANK: All right, we'll talk about it when I pick you up.

[They hug.]

FRANK: Ow! What is that?

[Jordan pulls out from her bag a framed photograph of Catherine.]

JORDAN: For when we have to go. I want Mummy with us. I gotta go. I'm late.

[She is about to get out of the car. Frank grabs her.]

FRANK: Wait a minute. What do you mean – when we have to go. We're not going anywhere.

[Jordan is outside the car and looks in through the window. In slow–mo:]

JORDAN: We are all shepherds.

[She shuts the door and walks off into school. Frank sits back, puzzled.]


[FBI briefing room. Frank clears out a desk drawer while Hollis and another agent stand by.]

HOLLIS: All Bureau property has been removed from your desk, as have certain personal effects deemed to have Bureau content. A list of those items is available from the office of protocol. Your telephone extension will remain active for the next six months. Calls to that extension may be monitored. Your Centrex password has also been changed. You may collect personal messages from the office of protocol.
FRANK: Do you really think I care about any of this stuff?
HOLLIS: What was I supposed to do? He's my father.
FRANK: Do what you have to do.

[Frank picks up the box he's put his belongings into and walks out into the main office. Hollis nods to the other agent to go with him. Outside, Frank walks up to the elevator. He passes by Doug Scaife. Hollis stands in the briefing room doorway. Frank nods briefly to Doug. Doug looks meaningfully at him, then the box he's carrying. In the box can be seen an address book and a framed photo of Jordan. The elevator doors open. Doug turns away. Frank and the agent enter the elevator.]


[In his jeep, Frank flips through the address book. There's a slip of paper: 'Daniel Baron, c/o Cheryl Kellough, 4201 Muir Street, Bethesda, Maryland, (301) 555–0174. Good luck, Mr B!']


[Frank stops his jeep outside No. 4201. It's a bright, sunny day. Frank pulls out his cell phone and dials a number.]

[Inside the darkened house, the telephone rings. Barr is standing in the hallway, but doesn't move to answer the phone.]

CHERYL: Danny?
BARR: Yeah, I got it.

[He pulls the cord out from the wall socket.]

BARR: I guess they hung up.

[Cheryl frowns a little.]

[Frank goes up to the house and climbs the steps to the front door. The windows and door are clearly covered with boards. Frank rings the door bell.]

FRANK: Lucas, are you in there?

[Cheryl comes out of the kitchen.]

[Frank knocks on the door.]

CHERYL: Who's Lucas?

[Cheryl feels her way down the hallway.]

CHERYL: Danny?

[Outside, Frank calls through the front door.]

FRANK: Lucas, my name is Frank Black. I'm not one of them. I know what they've done to you. I'm not here to hurt you.
CHERYL: Danny?

[Barr appears in front of her, startling her when he grabs her arm.]

BARR: Don't answer the door, Cheryl.

[Cheryl tries to open the front door.]

BARR: I said, don't, don't answer it. Don't answer it.
FRANK: I can hear you. You and Cheryl.

[Cheryl is feeling over the door, detecting the chipboard.]

FRANK: Let her go.

[Barr looks tense and upset.]

FRANK: You don't want to hurt anyone else.
CHERYL: Danny, what is he talking about? You're scaring me.

[She's still trying to open the door. Barr grabs hold of her.]

BARR: No! I said no.

[Cheryl whimpers and pushes him away. He stumbles and falls. She hits the light switch buttons, plunging the hallway into darkness, lit only by slivers of light coming through gaps in the boards over the windows.]

BARR: Cheryl!

[He gets to his feet in time to see her run into the kitchen. He switches the lights back on. Cheryl runs to a cupboard housing the electricity control panel, and switches off the power. The lights go out. Barr tries to follow through the very dark house, crashing into things.]

[Outside, Frank is walking around the house, seeing that all the windows have been boarded up.]

[Inside, Barr starts up his battery–powered drill. He has put on his night–vision goggles. He looks around the house.]

[Outside, Frank has reached a pair of glass–panelled doors. He steps back, then kicks repeatedly at the door, breaking the glass.]

[Inside, Barr has heard the noise but continues his search for Cheryl. He opens a large wardrobe, pushing aside the clothes. Then he sees Cheryl, hiding in the corner of the wardrobe.]

CHERYL: No! Danny!

[She starts sobbing and screaming. Behind her, in the wardrobe, are the missing bodies.]


[Doug Scaife's office. Hollis has clicked on a search screen on the computer, which shows the name of Daniel Baron, then the address of Cheryl Kellough. Doug arrives at his office door.]

SCAIFE: Excuse me.

[Hollis turns to look at him.]

SCAIFE: I don't remember saying you could KGB my stuff.
HOLLIS: Who is Daniel Baron?

[Scaife hesitates.]


[At the house, Frank is making headway in breaking in through the chipboard.]

[Inside, Cheryl is on the floor, sobbing. Barr looks over to the door where Frank is trying to get in. Suddenly, the boarding gives way, flooding in light which hurts Barr's eyes. He quickly pulls off the goggles. He's still somewhat dazzled by the light as he sees Frank enter the house. He pulls Cheryl up and puts his arm round her, using her body as a shield. He points the drill toward the side of Cheryl's head. Frank has grabbed Cheryl's hand.]

FRANK: No! Don't! Lucas, don't do this.
BARR: Get back!

[Cheryl is whimpering.]

FRANK: I know what they did to to you.
BARR: What? How do you know?

[Cheryl is crying.]

FRANK: Listen, I know what they did to you. They admitted it.
BARR: Get back! I mean it.
CHERYL: Danny, please. Please.
BARR: You shut up! You shut up! Shut up, shut up, shut up, shut up.

[He's angry, shaking her as he shouts. Then he gets upset.]

BARR: Why did they choose me?
FRANK: I don't know.
BARR: No! Don't lie to me! Yes you do.

[He's alternating rapidly between being angry and upset.]

BARR: I always had it in me, didn't I?
FRANK: We do. We all do.

[Sirens are heard. Barr starts up the drill, there's a spurt of blood from the side of Cheryl's head. She screams.]

FRANK: Don't! I didn't call them!
BARR: I know. I know. That much I know. I know everything now. Too much. Why Ed Cuffle did what he did. Why he drilled holes in people's heads.
FRANK: I do too. I know. I know, I do.
BARR: We are all sh....

[He almost starts to cry, then goes still as he hears the police cars stop outside. He looks at Cheryl, then at Frank. Then he moves the drill up beside his head, and turns it on.]


[The drill goes into Barr's head. Blood spurts everywhere – over Frank. Barr falls backwards, pulling Cheryl down on to the floor. Frank quickly gets hold of Barr, pulling him up, cradling his head, and trying to staunch the flow of blood.]

FRANK: Oh, Jesus ...

[The police break in through the front door. They quickly search the house, using flashlights, and find Frank and the others.]


[A little later. Outside. Cheryl is sat, wrapped in a blanket, being attended to by a paramedic. Frank comes out of the house. His hands and right sleeve are blood–stained and there is blood on his neck. He looks at Cheryl, then continues down the steps. He goes out to the road, and picks up a cloth from the back of an ambulance. Hollis and McClaren have just arrived.]

McCLAREN: You want to tell me what this is all about?
FRANK: Everything you need to know is there.

[Barr's body, covered in a sheet, is brought out to the waiting ambulance.]

FRANK: In that man's head. When you're ready to do something about it, you got my number.

[Frank walks to his car. He notices something inside, on the dashboard – a briefcase with the ouroborous symbol. He reaches in and picks it up, looking around him briefly. There are two files – one his, one Jordan's.]


[Jordan's school. Frank is running down the corridor towards Jordan's classroom.]

TEACHER'S VOICE: Next week, we're going to take a look at something a little closer to home. In fact, your own homes is what we'll be designing.

[Frank has arrived at the door of the classroom.]

FRANK: Where's Jordan?
TEACHER: Mr Black.

[He's still got his blood–stained jacket on.]

TEACHER: You can't just charge in her and take her.

[But Jordan has already collected her belongings and calmly walks past her teacher.]

[Jordan and Frank run down the school corridor.]

TEACHER: Mr Black!


[Watts' house. Plates and dishes on the dining table, a vase of flowers has been knocked over. A view around the pleasant and well–furnished sitting room. Papers and documents strewn on the floor. The lower half of a man's body on the floor. A large pool of blood.]

FRANK: [VO] I've seen the future – –

[Hollis sat in front of a computer.]

FRANK: [VO] where the battle between good and evil that has raged for millennia is fought to conclusion.

[Hollis has her head in her hands, waiting for the computer search to finish.]

FRANK: [VO] And the struggle for our hearts and minds is decided for all time.

[The computer screen goes blank. There's a beep. Hollis looks at the screen.]

FRANK: [VO] We survive, maybe.

[Screen shows an ouroborous. Then: Hello Emma Hollis]

FRANK: [VO] But only by discarding the questions that confuses us – what do I want – and asking what the world, what the universe wants and needs.

[Screen: There are 224 days remaining.]

FRANK: [VO] Asking what does life itself expect of me.

[Hollis is sat at home.]


[Frank and Jordan in Frank's jeep.]

JORDAN: Which side wins, Daddy?
FRANK: That's what I'm saying. It's up to us.
JORDAN: We are all shepherds.
FRANK: Yes, honey. Yes, we are.

[They continue driving, along a rural road. The road is closely bordered by trees, but there is a valley ahead and beyond that a mountain. The day is cloudy, but there is a shaft of sunlight near the horizon. The road ahead bends so we cannot see where they are heading, nor what the future holds.]

[fade to black]

[end titles]


Lance Henriksen (Frank Black)
Klea Scott (Emma Hollis)

Also starring:

Brittany Tiplady (Jordan Black)

Guest starring:

Peter Outerbridge (Barry Baldwin)
Stephen E Miller (Andy McClaren)
John Beasley (James Hollis)
John Parise (Lucas Barr)
Kevin McNulty (Dr Arnett)
Jade Malle (Cheryl Kellough)
Terry O'Quinn (Peter Watts)


Anthony Harrison (Ken McGreevey)
Trevor White (Doug Scaife)


Jill Krop (Newcaster)
Jessica Schreier (Barbara Watts)
Richard Stroh (Paramedic)
Frida Betrani (Art Teacher)
Michael Tamburi (John Chambers)
Clare Lapinskie (Lily Chambers)

Music by Mark Snow
Editor: James Coblentz
Production Designer: Mark Freeborn
Director of Photography: Robert McLachlan
Executive Story Editors: Kay Reindl and Erin Maher
Production Manager: Kathy Gilroy–Sereda
Co–Producer: Patrick Harbinson
Co–Producer: Kathy Gilroy–Sereda
Co–Producer: Paul Rabwin
Producer: Michael R Perry Producer: Thomas J Wright
Supervising Producer: Marjorie David Co–Executive Producer: Frank Spotnitz
Co–Executive Producer: Ken Horton
Co–Executive Producer: John Peter Kousakis
Written by Ken Horton and Chip Johannessen
Directed by Thomas J Wright

Executive Producer: Chip Johannessen
Executive Producer: Chris Carter