“No Surrender, No Retreat” Written by J. Michael Straczynski Directed by Michael Vejar Season 4, Episode 15 Production episode 415 Original air date: May 26, 1997

It was the dawn of the third age… B5 is back on a war footing. The Starfuries are running drills under the direction of Corwin, while Sheridan has an early-morning meeting with the representatives of the various non-human nations on B5. Sheridan is calling in a favor in return for the patrols of their borders by the White Star fleet: he’s asking that they sever their ties with Earth Alliance and only respond to calls for humanitarian aid, but not to provide any military aid. He also asks for one capital ship from each of them to protect B5 itself.

G’Kar speaks out in favor of this, pointing out that Earth promised to help Narn in exchange for the weapons that Narn sold them during the Earth-Minbari War. Yet Earth’s aid was nowhere to be found when the Centauri attacked and conquered them, nor did they help out with the Shadow War.

Cole comes to the war room with intelligence from Proxima III, which is the first step of their campaign, to take that world back. There’s a blockade of six Omega-class destroyers in orbit, two of which—the Heracles and the Pollux—are the ones that fired on civilians. Sheridan doesn’t know the commanders of those two ships—Captain Trevor Hall and Captain Elizabeth Morgenstern, respectively—so he figures they’re new and loyal to Clark. Cole also reports that ships are trying to run the blockade despite the very low likelihood of success because that blockade is working—people on Proxima are starving to death.

Sheridan intends to attack from multiple sides, but he also wants to know if there are any vessels that have deliberately avoided firing on civilians. Cole promises to find out. Sheridan also asks Franklin to get the telepaths they rescued from the Shadows and have in stasis ready to be moved. Ivanova and Corwin continue to do drills with the Starfuries, reminding them that all orders must be in the proper code. EarthForce has Sheridan and Ivanova’s voiceprints on file, so they can fake verbal orders.

Vir has fallen asleep doing paperwork. He is awakened from a nightmare by the arrival of Garibaldi, who needs a favor from Mollari. Vir offhandedly mentions the “new offensive,” which surprises Garibaldi. His surprise, in turn, surprises Vir, who assumes that Garibaldi is going to join back up for the fight. When Garibaldi answers in the negative, Vir is confused. Doesn’t Garibaldi want to save his homeworld. Garibaldi says he does, but not Sheridan’s way.

Mollari comes to G’Kar’s quarters with a proposal: he wants them to sign a joint statement in support of Sheridan’s resistance. A joint statement from their two nations that were so recently at war will likely prompt the other nations to follow suit. Mollari wishes to end the acrimony between the two of them, or at least reduce it. To that end, he offers to share a drink as they did before Emperor Turhan’s death. Mollari also offers a belated thanks for G’Kar’s help in getting rid of Emperor Cartagia, even though he knows G’Kar didn’t do it for him.

Credit: Warner Bros. Television

G’Kar, however, has no interest in Mollari’s thanks, or sharing a drink with him, or the joint statement. Mollari leaves, disappointed.

Sheridan has Ivanova send three White Stars to the sol system to make Clark think they’re scout for an invasion and so he might draw forces away from Proxima, or at least not be able to send reinforcements there. The main fleet heads to Proxima, with the White Star ships painted with B5’s logo.

Three White Stars jump into the far side of the system. Hall, who is in charge of the fleet and who is very much a Clark loyalist, sends the *Pollux *and the Nemesis after them.

Sheridan then sends in more ships on the near side, and finally the main fleet through the system’s jumpgate behind the Heracles. The Vesta, under the command of Captain Edward MacDougan—an old comrade of Sheridan’s—breaks radio silence. MacDougan tries to convince Sheridan to withdraw; Sheridan tries to convince MacDougan that the orders Clark is giving are clearly illegal. Sheridan reminds MacDougan of ethics classes he taught at the Academy.

Hall orders the Heracles and the battle is joined.

Sheridan’s orders are crystal clear: do not fire unless fired upon. Notably, the Furies does not respond to a flyby and the Juno withdraws from the battle completely, leaving the system. Hall orders MacDougan’s first officer, Commander Robert Philby, to take command and fire on the White Stars. Philby does so eagerly, prompting a wry comment from MacDougan about how he didn’t realize his XO wanted a promotion that badly. However, Philby’s time in command lasts about seven-and-a-half seconds before the rest of the crew mutinies and restores MacDougan to command. The Vesta then immediately stands down.

One White Star and the Pollux are both destroyed with all hands on both ships lost. The Nemesis surrenders, having taken heavy damage. Hall refuses to go down without a fight—especially since he’s dead no matter what happens—but his first officer, Commander Sandra Levitt, refuses to let him take the crew down with him. She orders Hall put under arrest and she broadcasts a surrender to Sheridan.

Sheridan requests that the four remaining ship commanders come to the White Star 2 to discuss what happens next.

On B5, Mollari is joined at the bar by G’Kar, who takes Mollari’s drink, gulps it down, and agrees to the joint statement—but only if they sign on different pages. Mollari agrees.

On the White Star 2, Sheridan meets with MacDougan, Levitt, Captain Yoshi Kawagawa of the Nemesis, and Captain Stephanie Eckland of the Furies. Sheridan just wants to remove Clark from power and then let the people decide if their actions were justified. Levitt is no fan of Clark, but she’s no fan of open rebellion, either. MacDougan says they need to discuss it amongst themselves. They make their decisions: Levitt will make like the *Juno *and withdraw, taking the Heracles to Beta IX for repairs, keeping Hall under arrest, and staying out of it. Eckland will keep the Furies at Proxima to now defend the colony against retaliation by Clark’s forces. MacDougan and Kawagawa agree to join Sheridan’s fleet.

Credit: Warner Bros. Television

On B5, Ivanova goes on the Voice of the Resistance to announce both the liberation of Proxima and the joint statement by the Narn Regime and the Centauri Republic supporting the resistance.

Garibaldi leaves the station for Mars to meet up with Edgars. He tells the customs guard that he has no plans to return. (Yes, this paragraph also appeared last week in the rewatch for “Moments of Transition,” because your humble rewatcher is a big honking doofus and conflated the end of this episode with the end of that one. Derp derp.)

Get the hell out of our galaxy! Sheridan has to tread a fine line here, as he doesn’t want to be seen as an invader, but a liberator. He is also devastated by the destruction of one of the White Stars and the Pollux, and refuses to refer to what happens at Proxima a victory—merely that they achieved their mission objective, which was to liberate that world.

Ivanova is God. At one point, Corwin comments that the operational phrase is “Trust no one,” but Ivanova says no, it’s “Trust Ivanova, trust yourself—anybody else, shoot ’em.”

The household god of frustration. Garibaldi is not very convincing when he tells Vir that he wants to save his homeworld, just not Sheridan’s way.

If you value your lives, be somewhere else. Sheridan insists that this be a “clean fight” when queried by Levitt as to why his non-human allies aren’t part of his fleet. But his actual fleet are Minbari-designed ships that use Vorlon tech, and which are mostly staffed by Minbari…

In the glorious days of the Centauri Republic… Mollari is trying very hard to redeem himself, and he also raises a toast to the humans, who have provided a bridge between the Centauri and the Narn.

Though it take a thousand years, we will be free. It takes G’Kar some time to see past his loathing of the Centauri in general and Mollari in particular to see his way to understanding that the joint statement is a very good idea. G’Kar’s support was already helpful in getting the League of Non-Aligned Worlds on board with supporting the resistance over the Clark regime, and he eventually sees the wisdom of Mollari’s plan. That it takes a while is very understandable, of course…

We live for the one, we die for the one. Cole is the one who gets intelligence on what’s happening on Proxima from the people there.

Looking ahead. Sheridan’s plan for the cryogenically frozen telepaths will finally be revealed in “Endgame.”

Credit: Warner Bros. Television

Welcome aboard. The three big guests are Marcia Mitzman Gaven as Levitt, the great Richard Gant as MacDougan, and Ken Jenkins, warming up for his role as Dr. Bob Kelso on Scrubs as Hall. Gant will return in “The Face of the Enemy.” Also Joshua Cox is back from “Z’ha’dum” as Corwin; he’ll next be in “No Compromises.”

The extras who play Eckland and Kawagawa are never identified. Philby is played by Neil Bradley, one of the regular background actors on the show—amusingly, this is the only one of Bradley’s ten roles on B5 and Crusade in which he’s not in a ton of makeup, as his other nine roles are as Drazi or Narn.

**Trivial matters. **Clark ordering civilians to be targeted by EarthForce was revealed at the end of the prior episode, “Moments of Transition.” The White Star fleet started patrolling the borders of the Centauri and the Narn in “Conflicts of Interest” and the nations of the League of Non-Aligned Worlds in “Rumors, Bargains, and Lies.” Mollari’s referring to humans as a bridge between opposing factions echoes comments Delenn has made about humans in both “And Now for a Word” and “Lines of Communication.”

The title of this episode was also the title for the whole season. (It also always tweaks your humble rewatcher, because as a Bruce Springsteen fan, I expect “no retreat” to be before “no surrender.”)

The echoes of all of our conversations.

“Captain, I wasn’t about to let Captain Hall get the rest of my crew killed defending Clark’s policies—I happen to disagree with those policies. But that doesn’t mean I agree with your actions, either. It’s not the role of the military to make policy.”

“Our mandate is to defend Earth against all enemies, foreign and domestic. Now Clark has become that enemy. Your oath is to the alliance and to the people back home, not to any particular government.”

“You’re splitting that hair mighty thin, John.”

—Levitt, Sheridan, and MacDougan discussing military ethics.

Credit: Warner Bros. Television

The name of the place is Babylon 5. “Enough is enough.” This has always been one of my favorite episodes of the show, because as great as “Severed Dreams” was as an episode, it missed out on one very important aspect of this entire plotline: the difficult decisions that EarthForce personnel would have to make. In that episode, the ships that tried to take B5 were not given faces and barely given voices. But here, we see Hall and Levitt and MacDougan and Philby, and they represent different approaches to this. Hall’s the true believer, the perfect fascist tool, sneering that MacDougan “doesn’t have what it takes” and more concerned with saving his own skin than the welfare of his crew. (Casting Ken Jenkins was a masterstroke, as few actors sneer as well as he does.) Philby is obviously mostly just in it for his own command, following orders like a good little drone. Levitt is primarily concerned with the welfare of her crew, which is more than her CO can say.

And then we have MacDougan, magnificently played by Richard Gant. He’s walking the line between obeying general orders and not carrying out specific ones, and Sheridan forces him to fall off that high-wire, at which point it’s just a matter of in which direction he goes. It’s to his credit that he falls in the right direction. It’s also to his credit that he’s the only commander who tries talking to Sheridan, though that’s partly motivated by their history. We know it’s a good history, too, as Sheridan lets loose with a smile when Cole mentions that the Vesta is part of the blockade.

Bruce Boxleitner is also superb here, and J. Michael Straczynski writes Sheridan perfectly as well. Throughout, Sheridan is bending over backward to not do what Clark’s been wanting EarthForce to do. He starts out by talking, asking the EarthForce ships to withdraw peacefully (an offer that only the Juno takes him up on, and then only after hostilities have broken out), and he refuses to fire on anyone until they fire first. On top of that, the only ships he will initially identify as hostile are the two they know have fired on civilian targets and are therefore viable targets. He refuses to fire on the Furies once it’s clear they won’t engage.

In the end, he also defaults to understanding and compassion and staying within the bounds of military protocol. He just wants to restore things to what they were before Clark introduced fun stuff like NightWatch and firing on civilians. It’s particularly to his credit that he gives the ships options both before and after the battle: withdraw peacefully, defend Proxima, or join them.

It’s very rare that the portions of an episode that feature Mollari and G’Kar are an afterthought, but this is one of those exceptional instances, as I had to keep reminding myself that there were scenes with those two—and they were really really good scenes, too! As ever, both actors just knock it out of the park. Peter Jurasik gives us an exhausted Mollari who is trying so desperately to crawl out of the murderous hole that he dug for himself (I mean, yeah, Morden gave him the shovel, but still…), while Andreas Katsulas gives not a millimeter in the scene in G’Kar’s quarters. The quiet intensity with which Katsulas has G’Kar rebuff every single overture made by Mollari is superlative, and you don’t see the conflict until the later scene in the Zocalo when G’Kar has finally come to—very reluctantly—accept that Mollari’s notion is a good one. And even there, he refuses to give in completely, insisting on their signatures being on separate pages…

In general, I love that this particular storyline will take several episodes to play out. Nature favors the destructive process—what Sheridan is trying to do is rebuild something that Clark has destroyed, and that’s a much longer, more laborious, more difficult thing to achieve.

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This is the last *Babylon 5 *Rewatch of 2025. Thank you all so much for continuing to follow me on this journey through the dawn of the third age. We’ll be off for the next couple of weeks, coming back on the 5th of January 2026 with “The Exercise of Vital Powers.” Have a wonderful holiday season and a happy new year!