"Goodbye to All That"


Written by Ken Horton & Chip Johannessen

Directed by Thomas J. Wright

Edited by James Coblentz

Aired May 21, 1999

Summary: The ongoing search for a serial killer is marked by bizarre occurrences and revelations concerning the Millennium Group’s experimentation with radical brain surgery.


  Season Three on DVD


Synopsis:  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 night vision footage 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 retirement 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 Jordan’s school and retrieves his daughter. As Frank and Jordan drive along a mountain road, towards their uncertain future, Jordan reminds her father that "we are all shepherds."



- Barry Baldwin clings to life

- Lucas Wayne Barr sits with his victims

- Barr's threatening footage of Jordan

- Frank Black threatens Peter Watts

- Frank trains at the Bureau firing range

- Peter Watts fears for his family

- James Hollis is prepared for his procedure

- Emma resigns herself to the Group

- Jordan holds a photograph of her mother

- FBI analyst Doug Scaife

- Barr holds Cheryl Kellough hostage

- A corpse lies under Peter's desk

- Frank and Jordan run away


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Media Review:  "A season finale that was ultimately the series finale (a fact that FOX neglected to mention until the actual airing), the last episode of Millennium hardly served as a solid conclusion to the endless mysteries and dramas that have unfolded over the past three years... However, once again the well-drawn relationship between Frank and Jordan redeems the show; the final moments of the two running desperately away from the horrors of their lives are among the series' finest." —Sarah Kendzior & Lisa Kohles, The 11th Hour


"While its grand design remained unfinished (and, like that of The X-Files may have been too tangled to really be resolved) the excellence of so many individual episodes, and the craggy-faced commitment brought to his role by Lance Henriksen, made Millennium a very brave, and often oddly beautiful, stab at something quite different from the TV mainstream. It remains an intriguing time-capsule of end-times anxieties, and a brilliantly cinematic piece of television." —Edith Mason, Fortean Times


"On one hand, the show was a product of its time: as the year 2000 approached, it showed us a bleak yet fascinating glimpse of what the future might hold. On the other hand, it was too far ahead of itself: the public didn't seem to be ready for what Millennium had to offer, and its parallel existence with the more popular X-Files left most viewers with a choice of one or the other, rather than both. Had either show existed on its own, both would have undoubtedly ended much more smoothly." —Randy Miller III, DVD Talk


"For the third, and sadly, final season of Millennium, Carter brought the show back to its roots, returning Frank Black to the FBI and giving him a new partner, played by Klea Scott. Fans were sometimes thrown off by where the third chapter went, but the season stayed far more interesting than most predictable television and finished promisingly, with plenty of loose ends to tie up. They probably never will be. But, we do have the final season of Millennium to keep us thoroughly creeped out until the end of the world." —Brian Tallerico, Underground Online


Trivia:  "Goodbye to All That" is the final episode of Millennium, the show's sixty-seventh.


With Millennium's future on the Fox network uncertain yet again at the close of another season, writers Ken Horton and Chip Johannessen were forced to script an episode that would serve as both an effective season finale and a potential series finale. Ultimately, "Goodbye to All That" became the latter. The episode was not advertised as Millennium's last until moments before it first aired, at 9:00pm on Friday, May 21, 1999.


This episode's serial killer subplot — involving Lucas Barr's relationship with the blind Cheryl Kellough — was taken almost directly from Thomas Harris' Red Dragon, the bestselling thriller that introduced the characters of Hannibal Lecter and Will Graham to literature and the silver screen and helped to define the serial killer genre. "Goodbye to All That" represents a clear homage. The literature of Thomas Harris was, undeniably, among the most significant of Millennium's many influences.


Lance Henriksen was once asked, prior to Millennium's cancellation, how he would depict the show's grand finale if granted the opportunity to choose the method of Frank Black's departure from the screen. Henriksen replied, "I see myself sitting on a beach with my daughter, Jordan, talking about almost in a new language about man's potential and the thing's we've learned about how people have advanced themselves. Intimacy is a different thing. Intimacy is the grand finale. I think what most people fear is going to their grave alone, and what they desire most is intimacy. Maybe I'll just be walking down the beach and drop dead."


Death Toll:  5


Title:  The episode is named for British writer Robert Graves' autobiography, Goodbye to All That, an account of the author's experiences in the British Army during World War I. The chosen title became most appropriate as this was to be Millennium's series finale, offering viewers a farewell to all of the show's familiar characters and plotlines.



Lance Henriksen as Frank Black

Brittany Tiplady as Jordan Black

Terry O'Quinn as Peter Watts

Klea Scott as Emma Hollis

Peter Outerbridge as Barry Baldwin

Stephen E. Miller as Andy McClaren


Guest Starring:

John Beasley as James Edward Hollis

Jeff Parise as Lucas Wayne Barr

Jessica Schreier as Barbara Watts

Trevor White as Doug Scaife

Clare Lapinskie as Lily Chambers

Jade Malle as Cheryl Kellough

Anthony Harrison as Ken McGreevey

Jill Krop as the Newscaster

Kevin McNulty as Dr. Arnett

Richard Stroh as the Paramedic

Frida Betrani as the Art Teacher

Production Credits:

Production #6C22

Music by Mark Snow
Production Designer Mark Freeborn
Director of Photography Robert McLachlan
Associate Producer Jon-Michael Preece
Co-Producer Robert Moresco
Co-Producer Paul Rabwin
Producer Thomas J. Wright
Co-Executive Producer Ken Horton
Co-Executive Producer John Peter Kousakis

Executive Producer Chip Johannessen

Executive Producer Chris Carter