Millennium/Goodbye to All That (2)

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Goodbye to All That (2)
Season 3, Episode 22
Airdate May 21, 1999
Production Number 3ABC22
Written by Ken Horton &
Chip Johannessen
Directed by Thomas J. Wright
← 3x21
Via Dolorosa (1)

MillenniumSeason Three
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Goodbye to All That (2) is the twenty-second episode of the third season of Millennium, and the sixty-seventh episode overall.

Starring: Lance Henriksen (Frank Black), Klea Scott (Special Agent Emma Hollis)

Also Starring: Brittany Tiplady (Jordan Black)

Guest Starring: Peter Outerbridge (Special Agent Barry Baldwin), Stephen E. Miller (Assistant Director Andy McClaren), John Beasley (James Edward Hollis), Jeff Parise (Lucas Wayne Barr), Kevin McNulty (Dr. Arnett) Jade Malle (Cheryl Kellough)

and Terry O'Quinn (Peter Watts)

Co-Starring: Anthony Harrison (Ken McGreevey), Trevor White (Doug Scaife)

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


Plot Overview

Frank believes the bureau is compromised when Agent Baldwin dies on his way to the hospital and Emma learns his death means she is next in line to assume McClaren's job when he retires in 6 months. As Emma finds herself tempted by Watts's offer, his confrontation with Frank has Watts learn that even he may not be safe from the Millennium Group.



  • Falls Church, Virginia
  • Quantico, Virginia
  • Alexandria, Virginia
  • Bethesda, Maryland

Days Remaining

  • 224

Arc Advancement



  • It's implied that the Millennium Group turns against Watts and that it's his body seen in the finale montage. However, his fate has never been confirmed.



The Show

  • This episode takes place on May 21, 1999, the exact date the episode aired.

Behind the Scenes

  • FOX waited until almost the last minute to advertise that this was the series finale.

Allusions and References

  • Lucas Wayne Barr dating a blind woman and watching videos of his killings with her in the room is undeniably similar to the Thomas Harris novel Red Dragon.

Memorable Moments


  • During the briefing, the shot of Emma looking from her pager to Frank is a reuse of an earlier shot of her looking at Frank before turning away. but obviously played in reverse.


  • Frank: (to Watts) I came here to put a bullet in you... but I don't have to. The group will do it for me.
  • James Hollis: You shouldn't have done it, Emma. You shouldn't have done what they asked.
  • Frank: I've seen the future where the battle between good and evil that has raged for millennia is fought to conclusion. And the struggle for our hearts and minds is decided for all time. We survive, maybe, but only by discarding the questions that confuses us – what do I want – and asking what the world, what the universe wants and needs, asking what does life itself expect of me.
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.